Common use of Quarterly Financial Statements Clause in Contracts

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (90 days for the fiscal quarters of the Borrower ending September 30, 2018, March 31, 2019 and June 30, 2019)), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated income statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such the applicable quarterly period, and commencing with the quarter ending September 30, 2019 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year end audit adjustmentsthe absence of footnotes, as required by GAAP.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (60 days for the fiscal quarters of the Borrower ending March 31, 2019, June 30, 2019 and September 30, 2019)), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated income statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such the applicable quarterly period, and commencing with the quarter ending March 31, 2020 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year end audit adjustmentsthe absence of footnotes, and, with respect to fiscal 2019 reporting periods, subject to finalization of the purchase price allocation to the fair value of assets acquired and liabilities assumed in the Transactions, as required by GAAP.

Quarterly Financial Statements. As soon as available and in any event within 5 days after On or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (or, in the case of financial statements for the first three fiscal quarters following the Conversion Date, on or before the date that is 60 days after the end of such fiscal quarter) of the first three fiscal quarters of every Fiscal Year), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted its consolidated Subsidiaries, in each case case, as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all of which shall be (i) certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or Holdings or an indirect parent of the Borrower and its consolidated Subsidiaries, as the case may be) in accordance with GAAPGAAP in all material respects, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and absence of footnotes and (ii) accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of not later than the first three quarterly accounting periods in each fiscal year to occur of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before a) the date that is 45 five (5) days following the filing of the REIT Guarantor’s 10‑Q Report with the Securities and Exchange Commission and (b) the date that is fifty (50) days after the end close of each such quarterly accounting period)of the first, second and third calendar quarters of the REIT Guarantor, the unaudited consolidated balance sheets sheet of the Borrower REIT Guarantor and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such quarterly accounting period period, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous calendar year, all of which shall be certified by an Authorized a Responsible Officer of the Borrower REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, position of the REIT Guarantor and its Subsidiaries as at the date thereof and the results of operationsoperations for such period (subject to normal year-end audit adjustments). Together with such financial statements, stockholders’ equity and cash flows of the Borrower and the REIT Guarantor shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) all capital expenditures made during the calendar quarter then ended; (ii) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iii) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (iv) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter; and (v) a listing of summary information for all Unencumbered Assets including, without limitation, the Net Operating Income of each Property (not addressed in clause (ii) or (iii) above), square footage, property type, date acquired or built with respect to each Property included as an Unencumbered Asset in form and substance reasonably satisfactory to the Agent. At the time the financial statements are required to be furnished at the close of the second calendar quarter of the REIT Guarantor, the Borrower shall furnish to the Agent pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries in accordance with GAAPfor the next two (2) calendar quarters, subject to changes resulting from audit and normal year end audit adjustmentsincluding pro forma covenant calculations.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting periodperiod (or, in the case of the first three quarters of fiscal year 2012, 75 days)), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof’s), as applicable, Form 10 Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (commencing with the fiscal quarter ending on June 30, 2012; provided that, with respect to the fiscal quarter ending on June 30, 2012, such financial statements shall be separate financial statements for each of (i) the Borrower and its Subsidiaries as of such date and (ii) the Company and its Subsidiaries as of such date) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is (x) in the case of the fiscal quarters ending on June 30, 2012, and September 30, 2012, 60 days after the end of such quarterly accounting period and (y) thereafter, 45 days after the end of each such quarterly accounting period), the consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, condition and results of operations, stockholders’ equity and cash flows operations of the Borrower and its Subsidiaries (and, with respect to the financial statements for the fiscal quarter ending on June 30, 2012, the Company and its Subsidiaries) in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower Holdings (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (90 days for the fiscal quarter of Holdings ending March 29, 2014, and 60 days for the fiscal quarters of Holdings ending June 28, 2014 and September 27, 2014)), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower Holdings and the Restricted Subsidiaries, in each case Subsidiaries as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such the applicable quarterly period, and commencing with the quarter ending April 4, 2015 setting forth comparative consolidated and/or combined figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower Holdings as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower Holdings and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year end audit adjustmentsthe absence of footnotes, and, with respect to fiscal 2014 reporting periods, subject to finalization of the purchase price allocation to the fair value of assets acquired and liabilities assumed in the Transactions, as required by GAAP.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or delivered to any permitted extensions) the holders of the Prepetition Senior Notes with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Prepetition Senior Notes, on or before the date that is 45 60 days after the end of each such quarterly accounting period), (A) the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, (i) the Borrower and the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments, and (B) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (A), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole. The furnishing by Intelsat S.A. or any other direct or indirect parent entity of the Borrower of its Form 6-K (or any successor or comparable forms) relating to its quarterly financial statements or the filing of a Form 10-Q (or any successor or comparable forms) with the SEC as at the end of and for any fiscal quarter, certified as aforesaid, shall be deemed to satisfy the reporting obligations under this paragraph with respect to such quarter so long as such filing includes (i) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (in the case of a Form 10-Q) or, in the case of a Form 6-K, an “Operating and Financial Review and Prospects” discussion complying with the requirements of Form 20-F (adjusted to reflect quarterly rather than annual reporting, consistent with the differences in the form requirements of Form 10-K and Form 10-Q) that includes a reasonably detailed analysis of the operating results and financial condition (considered separately from the other Subsidiaries of Intelsat S.A. where material) of Borrower and its Subsidiaries; provided that such detailed analysis of the Borrower and its Subsidiaries shall not be required if Intelsat S.A.’s only material operations or assets in addition to the Borrower and its Subsidiaries includes one or more businesses, each of which discloses a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or an “Operating and Financial Review and Prospects” discussion for such companies or substantially similar disclosure required by a non-U.S. jurisdiction (considered separately from other Subsidiaries of Intelsat S.A.) publicly on or through the website of Intelsat S.A. or through the XXXXX system and (ii) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (i), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole.

Quarterly Financial Statements. As soon as available and in any event within 5 days Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPBorrower, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting periodperiod (75 days for the fiscal quarter of the Borrower ending September 30, 2017)), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations operations, comprehensive income (loss), members’ equity (deficit) and cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended commencing with the last day of such quarterly periodquarter ending September 30, and 2018 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year end audit adjustmentsthe absence of footnotes, and, with respect to fiscal 2017 reporting periods, subject to finalization of the purchase price allocation to the fair value of assets acquired and liabilities assumed in the Transactions, as required by GAAP.

Quarterly Financial Statements. As Beginning with the fiscal quarter ending March 31, 2019, as soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, after an IPO, if later, such financial statements are not required to later time as may be filed with permitted for the SEC, on or before filing of a 10-Q under the date that is 45 days after the end of each such quarterly accounting periodExchange Act), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations income for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated consolidated, balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in all material respects accordance with GAAPGAAP (except as disclosed in the notes to such financing statements), subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes and the inclusion of any explanatory note. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity thereof), (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements shall be determined in accordance with IFRS; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or any such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis (and, if different, the Borrower and the Restricted Subsidiaries), on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days Within 3 Business Days following the 45th day after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower U.S. Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the U.S. Borrower and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year orFiscal Year, (y) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior Fiscal Year, and (z) the consolidated balance sheets of the U.S. Xxxx Group and the Non-U.S. Xxxx Group as at the end of such quarterly accounting period and the related consolidated statements of income of each such group for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, all of the foregoing of which shall be in reasonable detail and, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiariesdescribed in subclause (x) above, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the U.S. Borrower as that they fairly presenting present in all material respects in accordance with U.S. GAAP the financial condition, results of operations, stockholders’ equity and cash flows condition of the U.S. Borrower and its Consolidated Subsidiaries as of the dates indicated and the results of their operations and/or changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided, however, that for any quarterly accounting period for which the U.S. Borrower has filed a Form 10-Q Report with the SEC, the furnishing of (I) the U.S. Borrower’s Form 10-Q Report filed with the SEC for such quarterly accounting period and (II) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period, shall satisfy the requirements of subclauses (i) and (ii) of this Section 8.01(a).

Quarterly Financial Statements. As soon as available practicable and in any event within 5 forty-five (45) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECearlier, on or before the date that is 45 days of any required public filing thereof) after the end of each fiscal quarter of each Fiscal Year (other than the last fiscal quarter of any such quarterly accounting periodFiscal Year), the consolidated an unaudited Consolidated balance sheets sheet of the Borrower and its Subsidiaries as of the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end close of such quarterly period fiscal quarter and the related consolidated unaudited Consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of income or operations, stockholders’ equity and cash flows for such fiscal quarter, and a report containing management’s discussion and analysis of such financial statements for such fiscal quarter and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer or chief executive officer of the Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries in accordance with GAAPon a Consolidated basis as of their respective dates and the results of operations of the Borrower and its Subsidiaries for the respective periods then ended, subject to changes resulting from audit and normal year year-end audit adjustments. Delivery by the Borrower to the Administrative Agent of the Borrower’s quarterly report to the SEC on Form 10–Q with respect to any fiscal quarter, or the availability of such report on XXXXX Online or the Borrower’s website on the Internet at the website address listed in Section 13.1 (to the extent such report complies with the requirements of this clause (a)), within the period specified above shall be deemed to be compliance by the Borrower with this Section 7.1(a).

Quarterly Financial Statements. As soon as available and in any event within 5 days five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with With respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECBorrower, on or before the date that is 45 60 days after the end of each such quarterly accounting periodperiod (or, in the case of any fiscal quarter ending after the Closing Date and prior to September 30, 2015, 90 days)), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and cash flows, and, beginning with the financial statements for the elapsed portion of the fiscal year ended with the last day of such quarterly periodperiod ending January 31, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period2016, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of such periods in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other.

Quarterly Financial Statements. As soon as available and in any event within 5 ten (10) days after of the date on which such financial statements are the Initial Borrower is required to be filed file its Form 10-Q with the SEC (after without giving effect to any extension of such due date, whether obtained by filing the notification permitted extensions) with respect to each by Rule 12b-25 or any successor provision thereto or otherwise), a company-prepared consolidated and consolidating balance sheet of the first three quarterly accounting periods in each fiscal year of Initial Borrower and its Consolidated Subsidiaries (including Unrestricted Subsidiaries to the Borrower (or, if extent such financial statements Unrestricted Subsidiaries are not required to be filed consolidated with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Initial Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case accordance with GAAP) as at the end of such quarterly period and the related company-prepared consolidated and consolidating statements of operations income, cash flows and retained earnings for the Initial Borrower and its Consolidated Subsidiaries (including Unrestricted Subsidiaries to the extent such Unrestricted Subsidiaries are consolidated with the Initial Borrower in accordance with GAAP) for such quarterly accounting period and for the elapsed portion of the fiscal year ended Fiscal Year ending with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and in each case setting forth in comparative consolidated form the figures for the related corresponding period or periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year preceding Fiscal Year (orsubject to normal recurring year-end audit adjustments) certified as to fairness of presentation, in lieu of such unaudited financial statements of GAAP and consistency by the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Chief Financial Officer of the Borrower as Initial Borrower; and all such financial statements to fairly presenting present in all material respects the financial condition, condition and results of operations, stockholders’ equity and cash flows from operations of the Borrower entities and its Subsidiaries for the periods specified and to be prepared in reasonable detail and in accordance with GAAPGAAP (subject, subject in the case of interim statements, to changes resulting from audit and normal year year-end audit adjustments) applied consistently throughout the periods reflected therein and, if applicable, accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change in the application of accounting principles as provided in Section 1.3.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed in accordance with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are then applicable law and not required to be filed with the SEC, on or before the date that is later than 45 days after the end of each such quarterly accounting period)of the first three Fiscal Quarters of each Fiscal Year of the Borrower, the its (i) consolidated balance sheets of the Borrower sheet and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAPGAAP consistently applied, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (or, in the case of financial statements for the fiscal quarters ended September 30, 2007 and March 31, 2008, on or before the date that is 60 days after the end of such fiscal quarter)), the consolidated balance sheets of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all of which shall be (i) certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or the Borrower and the Restricted Subsidiaries, as the case may be) in accordance with GAAP, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and absence of footnotes and (ii) accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with in the SECcase of each of the quarters ending September 30, on or before 2017, March 31, 2018 and June 30, 2018, the date that is 45 60 days after the end of each such quarterly accounting periodquarter), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations income for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth (other than for the quarterly periods ending September 30, 2017, March 31, 2018 and June 30, 2018 (with respect to which, for the avoidance of doubt, no comparative consolidated figures or reconciliations will be required)) comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes and the inclusion of any explanatory note. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity thereof) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or any such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis (and, if different, the Borrower and the Restricted Subsidiaries), on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days Within 3 Business Days following the 45th day after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower U.S. Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the U.S. Borrower and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year orFiscal Year and the budgeted figures for such quarterly period as set forth in the respective financial projections theretofore delivered pursuant to Section 8.01(c), (y) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior Fiscal Year, and (z) the consolidated balance sheets of the U.S. Xxxx Group and the Non-U.S. Xxxx Group as at the end of such quarterly accounting period and the related consolidated statements of income of each such group for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, all of the foregoing of which shall be in reasonable detail and, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiariesdescribed in subclause (x) above, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an the senior financial officer or other Authorized Officer of the U.S. Borrower as that they fairly presenting present in all material respects in accordance with U.S. GAAP the financial condition, results of operations, stockholders’ equity and cash flows condition of the U.S. Borrower and its Consolidated Subsidiaries as of the dates indicated and the results of their operations and/or changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided, however, that for any quarterly accounting period for which the U.S. Borrower has filed a Form 10-Q Report with the SEC, the furnishing of (I) the U.S. Borrower’s Form 10-Q Report filed with the SEC for such quarterly accounting period and (II) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period, shall satisfy the requirements of subclause (i) and (ii) of this Section 8.01(a).

Quarterly Financial Statements. As soon as available and in any event within 5 days Within 3 Business Days following the 45th day after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the Borrower and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year orFiscal Year and the budgeted figures for such quarterly period as set forth in the respective financial projections theretofore delivered pursuant to Section 9.01(d), (y) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior Fiscal Year, and (z) the consolidated balance sheets of the U.S. Xxxx Group and the Non-U.S. Xxxx Group as at the end of such quarterly accounting period and the related consolidated statements of income of each such group for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, all of the foregoing of which shall be in reasonable detail and, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiariesdescribed in subclause (x) above, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an the senior financial officer or other Authorized Officer of the Borrower as that they fairly presenting present in all material respects in accordance with U.S. GAAP the financial condition, results of operations, stockholders’ equity and cash flows condition of the Borrower and its Consolidated Subsidiaries as of the dates indicated and the results of their operations and/or changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided, however, that for any quarterly accounting period for which the Borrower has filed a Form 10-Q Report with the SEC, the furnishing of (I) the Borrower’s Form 10-Q Report filed with the SEC for such quarterly accounting period and (II) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period, shall satisfy the requirements of subclause (i) and (ii) of this Section 9.01(b).

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 calendar days after the end of each of the first three fiscal quarters in each fiscal year (or such quarterly accounting periodearlier or later date, from time to time established by the SEC in accordance with the Securities Exchange Act of 1934, as amended, or within fifty (50) days in the event the Borrower shall file its Form 10-Q within the extension period pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, as amended), the consolidated balance sheets financial statements of the Borrower and the Subsidiaries Borrower, consisting of a consolidated (and, if differentdelivered pursuant to the NJR Note Agreements, the Borrower and the Restricted Subsidiaries, in each case consolidating) balance sheet as at of the end of such quarterly period fiscal quarter and the related consolidated (and, if delivered pursuant to the NJR Note Agreements, consolidating) statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operationsincome, stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower and its Subsidiaries as having been prepared in accordance with GAAP, subject consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. The Loan Parties will be deemed to changes resulting have complied with the delivery requirements of this Section 8.3.1 if within forty-five (45) days after the end of their fiscal quarter (or such earlier or later date, from audit time to time established by the SEC in accordance with the Securities Exchange Act of 1934, as amended, or within fifty (50) days in the event the Borrower shall file its Form 10-Q within the extension period pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, as amended), the Borrower files a copy of its Form 10-Q with the SEC on its Electronic Data Gathering, Analysis and normal year end audit adjustmentsRetrieval system (or the SEC’s successor electronic system) (collectively, “XXXXX”) and the financial statements contained therein meet the requirements described in this Section.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting periodperiod (or 75 days for the fiscal quarter of the Borrower ending June 30, 2018)), the consolidated balance sheets of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, comprehensive income (loss), members’ equity (deficit) and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period (commencing with the fiscal quarter ending March 31, 2019, accompanied by a customary management discussion and for the elapsed portion analysis of the fiscal year ended financial condition and results of operations for such period), and commencing with the last day of such quarterly periodquarter ending June 30, and 2019 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year end audit adjustmentsthe absence of footnotes, and, with respect to fiscal 2018 reporting periods, subject to finalization of the purchase price allocation to the fair value of assets acquired and liabilities assumed in the Transactions, as required by GAAP.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or delivered to any permitted extensions) the holders of the Senior Notes with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Senior Notes, on or before the date that is 45 60 days after the end of each such quarterly accounting period), (A) the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, (i) the Borrower and the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments, and (B) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (A), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole. The furnishing by Intelsat S.A. or any other direct or indirect parent entity of the Borrower of its Form 6-K (or any successor or comparable forms) relating to its quarterly financial statements or the filing of a Form 10-Q (or any successor or comparable forms) with the SEC as at the end of and for any fiscal quarter, certified as aforesaid, shall be deemed to satisfy the reporting obligations under this paragraph with respect to such quarter so long as such filing includes (i) a consolidating footnote setting forth the consolidated balance sheets of (x) the Borrower and the Restricted Subsidiaries and (y) Holdings, Borrower and the Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statement of operations and cash flows for such fiscal year, and (ii) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (in the case of a Form 10-Q) or, in the case of a Form 6-K, an “Operating and Financial Review and Prospects” discussion complying with the requirements of Form 20-F (adjusted to reflect quarterly rather than annual reporting, consistent with the differences in the form requirements of Form 10-K and Form 10-Q) that includes a reasonably detailed analysis of the operating results and financial condition (considered separately from the other Subsidiaries of Intelsat S.A. where material) of Holdings and its Subsidiaries; provided that such detailed analysis of the Borrower and its Subsidiaries shall not be required if Intelsat S.A.’s only material operations or assets in addition to the Borrower and its Subsidiaries includes one or more businesses, each of which discloses a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or an “Operating and Financial Review and Prospects” discussion for such companies or substantially similar disclosure required by a non-U.S. jurisdiction (considered separately from other Subsidiaries of Intelsat S.A.) publicly on or through the website of Intelsat S.A. or through the XXXXX system and (iii) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clauses (i) and (ii), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of not later than the first three quarterly accounting periods in each fiscal year to occur of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before a) the date that is 45 five (5) days following the filing of the REIT Guarantor’s 10-Q Report with the Securities and Exchange Commission and (b) the date that is fifty (50) days after the end close of each such quarterly accounting period)of the first, second and third calendar quarters of the REIT Guarantor, the unaudited consolidated balance sheets sheet of the Borrower REIT Guarantor and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such quarterly accounting period and an unaudited statement of Funds from Operations, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous calendar year, all of which shall be certified by an Authorized Officer the chief financial or chief accounting officer of the Borrower REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, results of operations, stockholders’ equity and cash flows position of the Borrower REIT Guarantor and its Subsidiaries in accordance with GAAP, as at the date thereof and the results of operations for such period (subject to changes resulting from audit and normal year year-end audit adjustments). Together with such financial statements, the Borrower shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) all capital expenditures made during the calendar quarter then ended; (ii) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iii) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (iv) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter; (v) a current rent roll and operating statement with respect to each Property included as an Unencumbered Asset in form and substance reasonably satisfactory to the Agent and (vi) such other information as the Agent may request. At the time the financial statements are required to be furnished at the close of the second calendar quarter of the REIT Guarantor, the Borrower shall furnish to the Agent pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next two (2) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with in the SECcase of each of the quarters ending June 30, on or before 2016, September 30, 2016 and March 31, 2017, the date that is 45 60 days after the end of each such quarterly accounting periodquarter), the consolidated consolidated, condensed balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements consolidated, condensed statement of operations income for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated consolidated, condensed statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated consolidated, condensed figures for the related periods in the prior fiscal year or, in the case of such consolidated consolidated, condensed balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersmembers’ equity and cash flows of the Borrower and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in all material respects accordance with GAAPGAAP (except as disclosed in such financing statements), subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity thereof) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements shall be determined in accordance with IFRS; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or any such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPBorrower, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this clause (b) may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Borrower’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided, that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, but in any event on or before the date that is 45 sixty (60) days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodflows, and setting forth (other than after implementation of fresh start accounting) comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of such periods in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements (for the avoidance of doubt, the Borrower shall be deemed to have satisfied the reconciliation requirement if the financial statements provide in one or more footnotes the financial information for the Unrestricted Subsidiaries, the Restricted Subsidiaries and the Borrower and its Subsidiaries on a consolidated basis)), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes, together with, if not otherwise required to be filed with the SEC, a customary management discussion and analysis describing the financial condition and results of operations of the Borrower and its Restricted Subsidiaries. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied by furnishing the Borrower’s Form 10-Q filed with the SEC; provided that such financial information required to be provided under the first sentence of this Section 9.1(b) is included in the notes to the financial statements.

Quarterly Financial Statements. As soon as available and in any event within 5 forty-five (45) calendar days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods fiscal quarters in each fiscal year of the Borrower (orcommencing with the fiscal quarter ending on or about September 24, if such 2017), financial statements are not required of the Borrower, consisting of: (i) a consolidated balance sheet as of the end of such fiscal quarter and as of the end of the prior fiscal year; (ii) a consolidated statement of operations for such fiscal quarter and the year-to-date period of the then-current fiscal year, and for the corresponding fiscal quarter and year-to-date period of the prior fiscal year; (iii) a consolidated statement of stockholders’ equity as of the end of such fiscal quarter, as of the end of the corresponding fiscal quarter of the prior fiscal year, and as of the end of the prior fiscal year; and (iv) a consolidated statement of cash flows for the year-to-date period of the then-current fiscal year and the corresponding year-to-date period of the prior fiscal year. Each of the aforementioned financial statements shall be in reasonable detail and certified (subject to normal year-end audit adjustments and the absence of footnotes) by a Financial Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby, except as otherwise noted therein. The Loan Parties will be filed deemed to have complied with the SEC, delivery requirements of this Section 5.11(a) on or before the date that on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System (or any successor system) if (x) such date of public filing is 45 within forty-five (45) calendar days after the end of each such quarterly accounting period), of the consolidated balance sheets first three fiscal quarters in each fiscal year of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of (commencing with the fiscal year ended with quarter ending September 24, 2017) and (y) the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of contained therein meet the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting requirements described in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentsthis Section.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is Within 45 days after the end of each such quarterly accounting period)of the first, second and third fiscal quarters of NSA REIT, the unaudited consolidated balance sheets sheet of the Borrower NSA REIT and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of NSA REIT and its Subsidiaries for such quarterly accounting period period, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the previous fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer the chief financial officer, chief accounting officer or treasurer of NSA REIT, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of NSA REIT and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments). Within 45 days after the end of each of the first, second, and third fiscal quarters of the Borrower and its Subsidiaries, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as fairly presenting in all material respects at the financial conditionend of such period and the related unaudited consolidated statements of income, results statement of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by the chief financial officer, treasurer or chief accounting officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAPGAAP and in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the date thereof and the results of operations for such period (subject to changes resulting from audit the absence of footnotes and to normal year year-end audit adjustments).

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if the Borrower is no longer subject to the reporting requirements of the Exchange Act and such financial statements are not required to be filed with the SEC, on or before the date that is 45 50 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit audit, and normal year year-end audit adjustmentsadjustments and accompanied by a Narrative Report with respect thereto; provided that such financial statements and Narrative Report set forth in this Section 9.1(b) shall be deemed to be furnished and delivered upon the filing with the SEC of the Borrower’s Form 10-Q for the relevant fiscal quarter.

Quarterly Financial Statements. (i) As soon as available reasonably practicable and no later than 15 days before the date by which Roivant is required to file a quarterly report on Form 10-Q if this provision is applicable by virtue of Section 2.01(B)(ii)(x) above or 10 days before the date by which Roivant is required to file a quarterly report on Form 10-Q if this provision is applicable by virtue of Section 2.01(B)(i) or (ii)(y) or (z) above, the Company will deliver to Roivant and its Representatives reasonably complete drafts of (A) the consolidated financial statements of the Company (and notes thereto) for the quarterly periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of the Company the consolidated figures (and notes thereto) for the corresponding quarter and periods of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and GAAP and (B) a discussion and analysis by management of the Company’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of any event within material period-to-period change and any off-balance sheet transactions, prepared in accordance with Item 303(b) of Regulation S-K. The information set forth in (A) and (B) above is referred to in this Agreement as the “Quarterly Financial Statements”. As soon as reasonably possible and no later than 5 days after before the date on by which such financial statements are Roivant is required to be filed with file a quarterly report on Form 10-Q, the SEC (after giving effect Company will deliver to any permitted extensions) with respect to each Roivant and its Representatives the final form of the first three quarterly accounting periods Quarterly Financial Statements; provided, however, that the Company may continue to revise such Quarterly Financial Statements prior to its filing thereof in each order to make corrections, updates and changes, which corrections, updates and changes, if substantive, will be delivered by the Company to Roivant as soon as reasonably possible. At Roivant’s request, the Company’s Representatives will consult and discuss with Roivant’s Representatives any such corrections, updates and changes. To the extent that the fiscal year of Roivant is not the same as the fiscal year of the Borrower (orCompany or Roivant is not subject to reporting obligations under Section 13(a) or 15(d) of the Exchange Act, if such financial statements are not required the obligation to be filed with the SEC, on or deliver Quarterly Financial Statements before the date that by which Roivant is 45 days after the end of each such required to file its quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, report on Form 10-Q shall be determined based on the one hand, and date by which the Borrower and the Subsidiaries, Company is required to file its quarterly report on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustments.Form 10-Q.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of Borrower (or such quarterly accounting periodearlier date on which Borrower is required to file a Form 10-Q under the Exchange Act, as applicable), beginning with the fiscal quarter ending March 31, 2020, a consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at of the end of such quarterly period fiscal quarter, and the related consolidated statements of operations income and cash flows and for such quarterly accounting period fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the Borrower’s fiscal year ended with the last day of such quarterly periodyear, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth in each case in comparative consolidated form the figures for the related comparable period or periods in the prior previous fiscal year oryear, all prepared in accordance with Applicable Accounting Standards and not subject to any qualification as to “going concern” under ASC 205-40, subject to normal year-end audit adjustments and the case absence of disclosures normally made in footnotes; provided, however, that Borrower shall be deemed to have made such delivery of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of if such consolidated financial statements shall have been made available within the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, time period specified above on the one hand, and SEC’s XXXXX system (or any successor system adopted by the Borrower and the Subsidiaries, on the other handSEC), all of which . Such consolidated financial statements shall be certified by an Authorized a Responsible Officer of the Borrower as as, to his or her knowledge, fairly presenting presenting, in all material respects respects, the consolidated financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPApplicable Accounting Standards consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 5.2(a)(i), subject to changes resulting from audit and normal year year-end audit adjustments.adjustments and the absence of footnotes (but not, for the avoidance of doubt, subject to any qualification as to “going concern” under ASC 205-40); provided, however, that such certification by a Responsible Officer of Borrower shall be deemed to have made if a similar certification is required under the Xxxxxxxx-Xxxxx Act of 2002 and such certification shall have been made available within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC);

Quarterly Financial Statements. As soon as available and in any event within 5 forty-five (45) calendar days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods fiscal quarters in each fiscal year of the Borrower (orcommencing with the fiscal quarter ending on or about September 24, if such 2017), financial statements are not required of the Borrower, consisting of: (i) a consolidated balance sheet as of the end of such fiscal quarter and as of the end of the prior fiscal year; (ii) a consolidated statement of operations for such fiscal quarter and the year- to-date period of the then-current fiscal year, and for the corresponding fiscal quarter and year-to-date period of the prior fiscal year; (iii) a consolidated statement of stockholders’ equity as of the end of such fiscal quarter, as of the end of the corresponding fiscal quarter of the prior fiscal year, and as of the end of the prior fiscal year; and (iv) a consolidated statement of cash flows for the year-to-date period of the then-current fiscal year and the corresponding year-to-date period of the prior fiscal year. Each of the aforementioned financial statements shall be in reasonable detail and certified (subject to normal year-end audit adjustments and the absence of footnotes) by a Financial Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby, except as otherwise noted therein. The Loan Parties will be filed deemed to have complied with the SEC, delivery requirements of this Section 5.11(a) on or before the date that on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System (or any successor system) if (x) such date of public filing is 45 within forty-five (45) calendar days after the end of each such quarterly accounting period), of the consolidated balance sheets first three fiscal quarters in each fiscal year of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of (commencing with the fiscal year ended with quarter ending September 24, 2017) and (y) the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of contained therein meet the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting requirements described in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentsthis Section.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower Parent, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) the consolidated and consolidating balance sheets of the Borrower Parent and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated and consolidating statements of operations, stockholders' equity and cash flows (including, without limitation, on a stand-alone basis the operations and cashflows of the Development Assets) for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and in each case setting forth comparative consolidated figures for the related periods in the prior fiscal year orand comparable budgeted figures for such period, (ii) management's discussion and analysis of such results, (iii) the "Consolidated Business Center Operating Analysis" showing the financial condition of each business suite center as at the end of such quarterly accounting period and the results of operation for such period, in each case prepared on a basis consistent with the case past practices of Vantas under the Second Amended and Restated Credit Agreement prior to the Third Restatement Effective Date and (iv) the consolidating balance sheet and related statements of income and cash flows showing the financial condition of the Development Assets as of the close of such consolidated balance sheet, for quarterly accounting period and the last day results of operations of the prior fiscal year (or, in lieu of Development Assets during such unaudited financial statements quarterly accounting period and the then elapsed portion of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)fiscal year, all of which shall be certified by an Authorized Officer the chief financial officer or controller of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPParent, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available practicable and in any event within 5 45 days after (or, if later, on the date on which such financial statements are of any required to be filed with the SEC public filing thereof (after giving effect to any permitted extensionsextensions for filing under Rule 12b-25 promulgated under the Exchange Act), but not to exceed 50 days) with respect to each after the end of the first three quarterly accounting periods in fiscal quarters of each fiscal year of the Borrower Fiscal Year (or, if such financial statements are not required to be filed commencing with the SECfiscal quarter ended March 31, on or before the date that is 45 days after the end of each such quarterly accounting period2021), the consolidated an unaudited Consolidated balance sheets sheet of the Borrower and its Subsidiaries as of the Subsidiaries close of such fiscal quarter and unaudited Consolidated statements of income, retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended (to the extent such information is provided in the applicable quarterly report filed by the Borrower with the SEC under the Exchange Act), including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if differentapplicable, containing disclosure of the Borrower and effect on the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements financial position or results of operations for such quarterly of any change in the application of accounting period principles and for practices during the elapsed portion of the fiscal year ended with the last day of such quarterly period, and certified by the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited chief financial statements officer of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as to present fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows condition of the Borrower and its Subsidiaries in accordance with GAAPon a Consolidated basis as of their respective dates and the results of operations of the Borrower and its Subsidiaries for the respective periods then ended, subject to changes resulting normal year-end adjustments and the absence of footnotes. (c) Annual Business Plan and Budget. At each time financial statements are delivered pursuant to Section 7.1(a), a business plan and operating and capital budget of the Borrower and its Subsidiaries for the ensuing fiscal year, such plan to include, on an annual basis, the following: an annual operating and capital budget, a projected income statement, statement of cash flows and balance sheet, calculations demonstrating projected compliance with the financial covenants set forth in Section 8.13 and a report containing a reasonable disclosure of the key assumptions and drivers with respect to such budget, accompanied by a certificate from audit a Responsible Officer of the Borrower to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget) of the financial condition and normal year end audit adjustments.operations of the Borrower and its Subsidiaries for such period. SECTION 7.2

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of not later than the first three quarterly accounting periods in each fiscal year to occur of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before a) the date that is 45 five (5) days following the filing of the REIT Guarantor’s 10‑Q Report with the Securities and Exchange Commission and (b) the date that is fifty (50) days after the end close of each such quarterly accounting period)of the first, second and third calendar quarters of the REIT Guarantor, the unaudited consolidated balance sheets sheet of the Borrower REIT Guarantor and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such quarterly accounting period period, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous calendar year, all of which shall be certified by an Authorized a Responsible Officer of the Borrower REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, position of the REIT Guarantor and its Subsidiaries as at the date thereof and the results of operationsoperations for such period (subject to normal year-end audit adjustments). Together with such financial statements, stockholders’ equity and cash flows of the Borrower and the REIT Guarantor shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) all capital expenditures made during the calendar quarter then ended; (ii) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iii) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (iv) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter; and (v) a listing of summary information for all Unencumbered Assets including, without limitation, the Net Operating Income of each Property (not addressed in clause (ii) or (iii) above), square footage, property type, date acquired or built with respect to each Property included as an Unencumbered Asset in form and substance reasonably satisfactory to the Agent. At the time the financial statements are required to be furnished at the close of the second calendar quarter of the REIT Guarantor, the Borrower shall furnish to the Agent pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries in accordance with GAAPfor the next two (2) calendar quarters, subject to changes resulting from audit and normal year end audit adjustments.including pro forma covenant calculations. Section 8.2

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after not later than the earlier of each date in each fiscal year on which such financial statements are the Borrower is required to be filed file a Quarterly Report on Form 10-Q with the SEC (after giving effect to any permitted extensionsextensions obtained by the Borrower) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and first three fiscal quarters of each fiscal year of the Subsidiaries Borrower, its consolidated (and, if different, the Borrower and the Restricted there are any Unrestricted Subsidiaries, in each case consolidating) balance sheet and related statements of operations, stockholders’ equity and cash flows as at of the end of and for such quarterly period fiscal quarter and the related consolidated statements of operations for such quarterly accounting period and for the then elapsed portion of the fiscal year ended with the last day of such quarterly periodyear, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth in each case in comparative consolidated form the figures for the related corresponding period or periods in the prior fiscal year of (or, in the case of such consolidated the balance sheet, for the last day as of the prior end of) the previous fiscal year (oryear, all certified by one of its Financial Officers as presenting fairly in lieu all material respects the financial condition and results of such unaudited financial statements operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the Restricted absence of footnotes. If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, a detailed reconciliation reflecting such then, concurrently with the financial information for required by this clause (b), the Borrower shall provide a reasonably detailed presentation of the consolidated financial position and results of operations of the Borrower and its Restricted Subsidiaries as of the Restricted Subsidiaries, on end of and for such fiscal quarter which financial presentation shall exclude the one hand, financial position and results of operations of the Borrower Unrestricted Subsidiaries and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the such consolidated financial condition, condition and results of operations, stockholders’ equity and cash flows operations as of the Borrower end of and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentsfor such fiscal quarter.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) the consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations income and cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and comparable budgeted figures for such quarterly accounting period as set forth in the respective budget delivered pursuant to Section 9.01(d), all of which shall be certified by an Authorized Officer of the Borrower that they fairly present in all material respects in accordance with GAAP the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes, (ii) the consolidating and consolidated balance sheets of Pulitzer and its Subsidiaries as at the end of such quarterly accounting period and the related consolidating and consolidated statements of income and consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as that they fairly presenting present in all material respects in accordance with GAAP the financial condition, results condition of operations, stockholders’ equity and cash flows of the Borrower Pulitzer and its Subsidiaries in accordance with GAAPas of the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes, and (iii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided that to the extent prepared to comply with SEC requirements and delivered to each Lender within the time requirement set forth above in this Section 9.01(a), a copy of the SEC Form 10-Q filed by the Borrower with the SEC for each such quarterly accounting period shall satisfy the requirements of clauses (i) and (iii) of this Section 9.01(a) except for any required comparison against budget as provided above (which comparison will still need to be delivered to each Lender separately pursuant to this Section 9.01(a)).

Quarterly Financial Statements. (i) As soon as available reasonably practicable and in any event within 5 no later than 15 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that by which Roivant is 45 required to file a quarterly report on Form 10-Q if this provision is applicable by virtue of Section 2.01(x) above or 10 days after before the end date by which Roivant is required to file a quarterly report on Form 10-Q if this provision is applicable by virtue of each such quarterly accounting period)Section 2.01(y) or (z) above, RNL will deliver to Roivant reasonably complete drafts of (i) the consolidated balance sheets financial statements of RNL (and notes thereto) for the quarterly periods and for the period from the beginning of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at current fiscal year to the end of such quarterly period quarter, setting forth in each case in comparative form for each such fiscal quarter of RNL the consolidated figures (and notes thereto) for the related consolidated statements corresponding quarter and periods of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and GAAP and (ii) a discussion and analysis by management of RNL’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of any material period-to-period change and any off-balance sheet transactions, prepared in accordance with Item 303(b) of Regulation S-K. The information set forth in (i) and (ii) above is referred to in this Agreement as the “RNL Quarterly Financial Statements.” As soon as reasonably possible and no later than 5 days before the date by which Roivant is required to file a quarterly accounting period report on Form 10-Q, RNL will deliver to Roivant the final form of the RNL Quarterly Financial Statements, provided, however, that RNL may continue to revise such RNL Quarterly Financial Statements prior to its filing thereof in order to make corrections, updates and for changes, which corrections, updates and changes, if substantive, will be delivered by RNL to Roivant as soon as reasonably possible. At Roivant’s request, RNL’s representatives will consult and discuss with RNL’s representatives any such corrections, updates and changes. To the elapsed portion of extent that the fiscal year ended with of Roivant is not the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of same as the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day RNL or Roivant is not subject to reporting obligations under Section 13(a) or 15(d) of the prior fiscal year (orExchange Act, in lieu of such unaudited financial statements of the Borrower and obligation to deliver RNL Quarterly Financial Statements before the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, date by which Roivant is required to file its quarterly report on Form 10-Q shall be determined based on the one hand, and the Borrower and the Subsidiaries, date by which RNL is required to file its quarterly report on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustments.Form 10-Q.

Quarterly Financial Statements. As On or before the date that is 75 days after the end of the fiscal quarter ending August 3, 2007 and thereafter as soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Parent Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 50 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Parent Borrower and the Subsidiaries and, if different, the Parent Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Parent Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Parent Borrower and the Restricted Subsidiaries, on the one hand, and the Parent Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event Deliver to Agent within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)fiscal quarter, the consolidated unaudited balance sheets of Parent and its Subsidiaries on a consolidated and consolidating basis and unaudited statements of income, stockholders’ equity, and cash flow of Parent and its Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the Borrower and beginning of the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at fiscal year to the end of such quarterly period quarter and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, quarter and setting forth in comparative consolidated figures form the respective financial statements for the related periods corresponding date and period in the prior previous fiscal year orand the budget delivered pursuant to Section 9.12 hereof, in the case of which such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting true, complete and correct in all material respects and fairly present, in all material respects, the financial condition, results position of operations, stockholders’ equity and cash flows of the Borrower Parent and its Subsidiaries on a consolidated and consolidating basis as of the date thereof and the results of operations for Parent and its Subsidiaries on a consolidated and consolidating basis for such fiscal quarter and year-to-date period and prepared in accordance with GAAPGAAP applied on a basis consistent with prior practices, and in reasonable detail, subject to changes resulting from audit normal and normal year recurring year-end audit adjustmentsadjustments that individually and in the aggregate are not material to Loan Parties’ business. The reports shall be accompanied by a Compliance Certificate, as well as (i) a management discussion and analysis (with reasonable detail and specificity) of the results of operations for the fiscal periods reported, (ii) a calculation of the Available Amount as of the end of such fiscal quarter, and (iii) a calculation of Total Net Leverage as of the end of such fiscal quarter, (iv) a calculation of Senior Net Leverage as of the end of such fiscal quarter and (v) a calculation of EBITDA as of the end of such fiscal quarter. 9.9.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is later than 45 days after the end of each such of the first three quarterly accounting period)periods of each Fiscal Year of the Company, (i) the unaudited consolidated balance sheets sheet of the Borrower Company and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period quarter setting forth in comparative form the audited balance sheet of the Company and its consolidated Subsidiaries for the prior Fiscal Year, (ii) the related unaudited consolidated statements statement of operations for income of the Company and its consolidated Subsidiaries as at the end of such quarterly accounting period quarter and for the elapsed portion of the fiscal year ended with Fiscal Year through the last day end of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and quarter setting forth in comparative consolidated form the figures for the related periods in the prior fiscal year orFiscal Year and (iii) the related unaudited consolidated statements of cash flow of the Company and its consolidated Subsidiaries for the portion of the Fiscal Year through the end of such quarter, and setting forth in comparative form figures for the related period in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all of which shall be certified by an Authorized a Responsible Financial Officer of the Borrower Company, subject to normal year-end audit adjustments and, if the Company has established any Unrestricted Subsidiaries, such consolidated statements shall be accompanied by a balance sheet as fairly presenting in all material respects the financial conditionof such date, results and a statement of operations, stockholders’ equity income and cash flows for such period and the prior year comparative period, reflecting on a combined basis, for Restricted Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the consolidating entries for each of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustments.such types of Subsidiaries; and

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each fiscal quarterly period (excluding the fiscal quarterly period ending on December 31) of each fiscal year of ESTE, commencing with the fiscal quarterly period ending September 30, 2017, consolidated statements of income, equity and cash flows of ESTE and its Consolidated Subsidiaries for such quarterly accounting period and for the period from the beginning of the respective fiscal year to the end of such period), and the related consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth in each case in comparative consolidated form the corresponding figures for the related periods corresponding period in the prior preceding fiscal year oryear, in accompanied by the case certificate of such consolidated balance sheeta Responsible Officer, for the last day of the prior fiscal year (or, in lieu of such unaudited which certificate shall state that said financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting present in all material respects the consolidated financial condition, condition and results of operations, stockholders’ equity and cash flows operations of the Borrower ESTE and its Consolidated Subsidiaries in accordance with GAAP, as at the end of, and for, such period (subject to changes resulting from audit and normal year year-end audit adjustments); provided, that (i) in the event an Unrestricted Subsidiary existed during such fiscal quarterly period and was consolidated in ESTE’s financial statements, the quarterly financial statements shall also include consolidating statements of income, equity and cash flows and balance sheets, (ii) the financial statements of ESTE shall consolidate one hundred percent (100%) of the interest of Borrower and its Consolidated Subsidiaries (including the interest of Bold Energy Holdings, LLC in Borrower and its Consolidated Subsidiaries), (iii) LEC and LUSA shall not have any assets or liabilities other than (x) LEC’s interest in LUSA and (y) LUSA’s interest in Borrower, and (iv) ESTE shall not have any assets or liabilities other than (x) ESTE’s interest in LEC, (y) ESTE’s interest in Borrower and (z) cash balances for the purposes of tax distributions that are made in compliance with this Agreement.

Quarterly Financial Statements. As soon as available and in any event within 5 Beginning with the fiscal quarter ending September 30, 2021, on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if or such financial statements are not required to later date as may be filed permitted by the SEC for the filing of the Form 10-Q by any Parent Entity of the Borrower with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations income and cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated consolidated, figures for the related periods in the prior fiscal year or, in the case of such consolidated consolidated, balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a reasonably detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the financial information of Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in all material respects accordance with GAAPGAAP (except as disclosed in the notes to such financial statements), subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes and the inclusion of any explanatory note. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity (including, for the avoidance of doubt, any financial statement predecessor Person of such Parent Entity, if applicable) thereof) or (B) the Borrower’s or Holdings’ (or any Parent Entity (or such financial statement predecessor Person, if applicable) thereof) Form 10-Q filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements shall be prepared in all material respects in accordance with IFRS; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or any Parent Entity (or such financial statement predecessor Person, if applicable) thereof), such information is accompanied by selected financial metrics that show certain differences (and a description thereof) (in the Borrower’s sole discretion) between the information relating to Holdings (or such Parent Entity (or such financial statement predecessor Person, if applicable)), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand (and, if different, the Borrower and the Restricted Subsidiaries).

Quarterly Financial Statements. As soon as available and in any event within 5 available, but no later than forty-five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to last day of each of the first three quarterly accounting periods in each fiscal year quarters of the Borrower EDS (or, if earlier, not later than forty-eight hours following when such financial statements are not filed with the SEC), Financial Statements showing the financial condition and result of operations of EDS and its consolidated Subsidiaries as of, and for the period from the beginning of the current fiscal year to, such last day, in each case setting forth such comparable date or comparable period financial information for the prior fiscal year as may be required to be included in Quarterly Reports on Form 10-Q of EDS filed with the SEC, on accompanied by a certificate signed by the Chief Financial Officer, Treasurer or before the date Assistant Treasurer of EDS, which certificate shall (i) state (A) that is 45 days after the end of each such quarterly accounting period)Financial Statements were prepared in accordance with GAAP, the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodconsistently applied, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as present fairly presenting in all material respects the financial condition, condition and results of operations, stockholders’ equity operations of EDS and cash flows its consolidated Subsidiaries as of the Borrower date specified therein, and its Subsidiaries in accordance with GAAPfor the quarterly period then-ended, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes, (B) that to the best of his or her knowledge, EDS, the other Borrowers and the Subsidiary Guarantors have fulfilled all of their respective obligations under the Loan Documents, (C) whether a Potential Default has occurred and, if a Potential Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (D) whether any change in GAAP or in the application thereof that would result in any change in any Financial Statements has occurred since the date of the audited financial statements referred to in Section 6.1(d)(i) and, if any such change has occurred, specifying, to the extent known, the effect of such change on the financial statements accompanying such certificate or, to the extent the effect of such change is not known, the reasons such effect is not known, provided that in the event the effect of any such change is not specified in such certificate, EDS shall cause to be delivered to the Administrative Agent promptly following the effect of such change becoming known, a certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of EDS, which certificate shall specify such effect, and (ii) set forth in reasonable detail the then-current calculation of the Financial Covenants.

Quarterly Financial Statements. As soon as available and in any event within 5 Within five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and 109 for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of Issuer (or such quarterly accounting periodearlier date on which Issuer or Parent is required to file a Form 10-Q under the Exchange Act, as applicable), beginning with the fiscal quarter ending March 31, 2021, a consolidated balance sheets sheet of the Borrower Issuer and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at of the end of such quarterly period fiscal quarter, and the related consolidated statements of operations income and cash flows and for such quarterly accounting period fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of Issuer's fiscal year, all prepared in accordance with Applicable Accounting Standards (which may be subject to a “going concern” qualification under ASC 205-40 or the fiscal year ended with equivalent under the last day of such quarterly periodApplicable Accounting Standards if, and only if, such “going concern” qualification does not relate to near-term liquidity), subject to normal year-end audit adjustments and the related consolidated statement absence of cash flows for disclosures normally made in footnotes; provided, however, that Borrower shall be deemed to have made such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case delivery of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of if such consolidated financial statements shall have been made available within the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, time period specified above on the one hand, and SEC’s XXXXX system (or any successor system adopted by the Borrower and the Subsidiaries, on the other handSEC), all of which . Such consolidated financial statements shall be certified by an Authorized a Responsible Officer of the Borrower as Issuer as, to his or her knowledge, fairly presenting presenting, in all material respects respects, the consolidated financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPApplicable Accounting Standards consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 5.2(a)(i), subject to changes resulting from audit and normal year year-end audit adjustments.adjustments and the absence of footnotes (and which, for the avoidance of doubt, may be subject to a “going concern” qualification under ASC 205-40 or the equivalent under the Applicable Accounting Standards if, and only if, such “going concern” qualification does not relate to near-term liquidity); provided, however, that such certification by a Responsible Officer of Issuer shall be deemed to have made if a similar certification is required under the Xxxxxxxx-Xxxxx Act of 2002 and such certification shall have been made available within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC);

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (75 days for the fiscal quarters of the Borrower ending December 31, 2017, March 31, 2018 and June 30, 2018)), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated income statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such the applicable quarterly period, and commencing with the quarter ending September 30, 2018 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year end audit adjustmentsthe absence of footnotes, and, with respect to 2017 reporting periods, subject to finalization of the purchase price allocation to the fair value of assets acquired and liabilities assumed in the Transactions, as required by GAAP.

Quarterly Financial Statements. As For each of the first three fiscal quarters of the Borrower’s fiscal year, as soon as available and available, but in any event within 5 in accordance with then applicable law and not later than 15 days after the date on which such quarterly financial statements are required to be filed with the SEC (after giving effect delivered to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the Borrower’s (i) unaudited consolidated balance sheets of (combined with MEMP) and consolidating (combined for the Borrower and the Subsidiaries andGuarantors) balance sheets and related statements of operations, if different, the Borrower shareholders’ equity and the Restricted Subsidiaries, in each case cash flows as at of the end of and for such quarterly period fiscal quarter and the related consolidated statements of operations for such quarterly accounting period and for the then elapsed portion of the fiscal year ended with the last day of such quarterly periodyear, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth in each case in comparative consolidated form the figures for the related corresponding period or periods in the prior fiscal year of (or, in the case of such consolidated the balance sheet, for the last day as of the prior end of) the previous fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer one of the Borrower its Financial Officers as presenting fairly presenting in all material respects the financial condition, condition and results of operations, stockholders’ equity and cash flows operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated (combined with MEMP) and consolidating (combined for the Borrower and the Guarantors) basis in accordance with GAAPGAAP consistently applied, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes; provided that the timely filing with the SEC of the Borrower’s quarterly reports on Form 10-Q will satisfy the reporting requirements of this Section 8.01(b) and (ii) unaudited segment balance sheets, unaudited segment statements of income and unaudited segment statements of cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, which are derived from the consolidated (combined with MEMP) and consolidating (combined for the Borrower and the Guarantors) financial statements of the Borrower.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersequity holders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof’s), as applicable, Form 10 Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 Within 60 days after the end of each such quarterly accounting period)fiscal quarter of Borrower, the unaudited consolidated balance sheets financial statements of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiariesfor each fiscal quarter of Borrower, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodcontaining a balance sheet, income statement, and the related consolidated statement of cash flows and accompanied by a Compliance Certificate of the Chief Financial Officer of Borrower. Notwithstanding the foregoing requirements respecting financial statement delivery, for any fiscal quarter of Borrower, delivery by Borrower to Administrative Agent of Borrower’s Quarterly Report on Form 10-Q for such quarterly accounting fiscal quarter, as filed with the Securities and Exchange Commission, on the earlier of (a) a date within the time period set forth herein for delivery of Borrower’s financial statements for such fiscal quarter, or (b) the date of Borrower’s filing of such report with the Securities and Exchange Commission will satisfy financial statement delivery requirements under this Section. Each Compliance Certificate shall be in the form of Exhibit 13.13, shall contain detailed calculations of the financial measurements referred to in Section 15 for the elapsed portion of the fiscal year ended with the last day of such quarterly periodrelevant periods, and setting forth comparative consolidated figures for shall contain statements by the related periods signing officer to the effect that, except as explained in reasonable detail in such Compliance Certificate, (i) the prior fiscal year orattached Financial Statements are complete and correct in all material respects (subject, in the case of such consolidated balance sheetFinancial Statements other than annual, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries to normal year-end audit adjustments made in accordance with GAAPGAAP and the absence of footnotes) and have been prepared in accordance with GAAP applied consistently throughout the periods covered thereby and with prior periods (except as disclosed therein), subject (ii) all of the Representations and Warranties are true and correct as of the date such certification is given as if made on such date, and (iii) there is no Existing Default. If any Compliance Certificate delivered to changes resulting from audit under this Section discloses that a representation or warranty is not true and normal year end audit adjustmentscorrect, or that there is an Existing Default that has not been waived in writing by Lenders or Required Lenders, as applicable, such Compliance Certificate shall state what action Borrower has taken or proposes to take with respect thereto.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with With respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECBorrower, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and cash flows, and, beginning with the financial statements for the elapsed portion of the fiscal year ended with the last day of such quarterly periodperiod ending June 30, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period2022, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of such periods in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any Parent Entity or (B) the Borrower’s (or any Parent Entity’s), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed in accordance with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are then applicable law and not required to be filed with the SEC, on or before the date that is later than 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ending September 30, 2022, its consolidated balance sheets sheet and related statements of the Borrower operations, members’ equity and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case cash flows as at of the end of and for such quarterly period fiscal quarter and the related consolidated statements of operations for such quarterly accounting period and for the then elapsed portion of the fiscal year ended with the last day of such quarterly periodyear, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth in each case, where available, in comparative consolidated form the figures for the related corresponding period or periods in the prior fiscal year of (or, in the case of such consolidated the balance sheet, for the last day as of the prior end of) the previous fiscal year year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (orother than changes pursuant to Section 1.05), subject to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations set forth in lieu this Section 8.01(b) may be satisfied with respect to the delivery of such unaudited financial statements of the Borrower and its Consolidated Restricted Subsidiaries by furnishing to the Restricted SubsidiariesAdministrative Agent and each Lender: (A) the Parent’s consolidated balance sheet and related statements of operations, partners’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a detailed reconciliation reflecting such Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Parent and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05), subject to normal year-end audit adjustments and the absence of footnotes, and (B) concurrently with the financial information for required by this clause (b), consolidating information that explains in reasonable detail the Borrower differences between the information relating to the Parent and the Restricted its Consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and the its Consolidated Restricted Subsidiaries, on the other hand. For the purpose of determining EBITDA of the Parent and its Consolidated Subsidiaries pursuant to this Section 8.01(b), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of each reference to the Borrower and its Consolidated Restricted Subsidiaries or the Borrower and/or its Restricted Subsidiaries in accordance with GAAPthe definition of EBITDA and in the definition of Consolidated Net Income shall be deemed to be a reference to the Parent and its Consolidated Subsidiaries or the Parent and/or its subsidiaries, subject to changes resulting from audit and normal year end audit adjustmentsas the case may be.

Quarterly Financial Statements. As soon as available and in any event within 5 days five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes, together with, if not otherwise required to be filed with the SEC, a customary management discussion and analysis describing the financial condition and results of operations of the Borrower and its Subsidiaries.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on On or before the date that is 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year, commencing with the fiscal quarter ending June 30, 2016, the consolidated balance sheets of the Holdings, CGI Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period fiscal quarter and the related consolidated statements of income or operations for such quarterly accounting period fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period fiscal quarter, and a narrative providing a summary description of the highlights of results of operations of CGI Borrower and its Restricted Subsidiaries for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter and commencing with the quarter ending June 30, and 2016 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the CGI Borrower as fairly presenting in all material respects the financial conditionposition, results of operations, stockholders’ equity operations and cash flows of the CGI Borrower and its Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year the absence of footnotes; provided, that if at the end audit adjustmentsof any applicable fiscal quarter there are any Unrestricted Subsidiaries, Borrower Representative shall also furnish the related consolidating balance sheets of CGI Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidating statements of income or operations and cash flows for such fiscal quarter, in each case, reflecting the adjustments necessary to eliminate such Unrestricted Subsidiaries from the consolidated balance sheets of CGI Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower US Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the US Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and setting forth comparative figures for the most recently ended fiscal year, (y) the related consolidated statements of operations of the US Borrower for such quarterly accounting period setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and (z) the related consolidated statements of operations, stockholders’ equity and cash flows of the US Borrower for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, and the related in each case of this clause (z) (except with respect to such consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and stockholders’ equity) setting forth comparative consolidated figures for the related periods corresponding elapsed period in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower (ii) management’s discussion and the Subsidiaries, on the other hand)analysis of significant operational and financial developments during such quarterly accounting period, all of which shall be in reasonable detail and certified by an the chief financial officer or other Authorized Officer of the US Borrower as that they fairly presenting present in all material respects the consolidated financial condition, condition of the US Borrower as of the dates indicated and the results of operations, stockholders’ equity their operations and changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes. If the US Borrower has designated any Unrestricted Subsidiaries hereunder, then the quarterly financial information required by this Section 6.01(a) shall 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 operational and financial developments, of the financial condition and results of operations of the US Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting separate from audit the financial condition and normal year end audit adjustmentsresults of operations of the Unrestricted Subsidiaries of the US Borrower.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such in the case of financial statements are not required to be filed with for the SECfiscal quarters ended March 31, 2008 and June 30, 2008, on or before the date that is 45 60 days after the end of each such quarterly accounting periodfiscal quarter), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, hand and the Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Borrower’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed in accordance with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are then applicable law and not required to be filed with the SEC, on or before the date that is later than 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ending September 30, 2022, its consolidated balance sheets sheet and related statements of the Borrower operations, members’ equity and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case cash flows as at of the end of and for such quarterly period fiscal quarter and the related consolidated statements of operations for such quarterly accounting period and for the then elapsed portion of the fiscal year ended with the last day of such quarterly periodyear, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth in each case, where available, in comparative consolidated form the figures for the related corresponding period or periods in the prior fiscal year of (or, in the case of such consolidated the balance sheet, for the last day as of the prior end of) the previous fiscal year year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (orother than changes pursuant to Section 1.05), subject to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations set forth in lieu this Section 8.01(b) may be satisfied with respect to the delivery of such unaudited financial statements of the Borrower and its Consolidated Restricted Subsidiaries by furnishing to the Restricted SubsidiariesAdministrative Agent and each Lender: (A) Ultimate Parent’s consolidated balance sheet and related statements of operations, partners’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a detailed reconciliation reflecting such Financial Officer as presenting fairly in all material respects the financial condition and results of operations of Ultimate Parent and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05), subject to normal year-end audit adjustments and the absence of footnotes, and (B) concurrently with the financial information for required by this clause (b), consolidating information that explains in reasonable detail the Borrower differences between the information relating to Ultimate Parent and the Restricted its Consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and the its Consolidated Restricted Subsidiaries, on the other hand. For the purpose of determining EBITDA of Ultimate Parent and its Consolidated Subsidiaries pursuant to this Section 8.01(b), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of each reference to the Borrower and its Consolidated Restricted Subsidiaries or the Borrower and/or its Restricted Subsidiaries in accordance with GAAPthe definition of EBITDA and in the definition of Consolidated Net Income shall be deemed to be a reference to Ultimate Parent and its Consolidated Subsidiaries or Ultimate Parent and/or its subsidiaries, subject to changes resulting from audit and normal year end audit adjustmentsas the case may be.

Quarterly Financial Statements. As soon as available and in any ------------------------------ event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of the Borrower, the (i) a consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the fiscal quarter, together with related consolidated statements of income and of cash flows, (ii) a condensed consolidating balance sheet of the Guarantors as at the end of such fiscal quarter, together with related condensed consolidating statements of operations and of cash flows, and (iii) a condensed consolidating balance sheet of the Non-Guarantor Subsidiaries as at the end of such fiscal quarter, together with a related condensed consolidating statement of operations and of cash flows, in each case for such quarterly accounting period fiscal quarter and for the elapsed portion of the fiscal year ended ending with such period (except that the last day of such quarterly period, consolidated and the related consolidated statement condensed consolidating statements of cash flows for such quarterly accounting period which shall be prepared on a year to date basis) and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and in each case setting forth in comparative form consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day corresponding period of the prior preceding fiscal year (orexcept that the consolidated and condensed consolidating balance sheets shall be compared to the prior year end), and all in lieu reasonable form and detail acceptable to the Required Banks, and accompanied by a certificate of the chief financial officer, treasurer, controller or chief accounting officer of the Borrower, to the effect that, to the best of his or her knowledge and belief, all such unaudited financial statements of the Borrower are true and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting correct in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries have been prepared in accordance with GAAPGAAP applied on a consistent basis, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC no later than forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), of the consolidated balance sheets first three (3) fiscal quarters of the Borrower and or such longer period as required under Applicable Securities Laws, a copy of the Subsidiaries and, if different, unaudited consolidated balance sheet of the Borrower as of the end of such period and related unaudited consolidated statements of income and retained earnings and of cash flows for the Restricted SubsidiariesBorrower for such quarterly period and for the portion of the Fiscal Year ending with such period, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth in comparative form consolidated figures for the related corresponding period or periods of the preceding Fiscal Year; all of which unaudited quarterly financial statements shall (i) be prepared in accordance with the prior fiscal Borrower’s past practices and shall be subject to the absence of footnotes required by GAAP and normal recurring year orend audit adjustments, and (ii) include management discussion and analysis of operating results inclusive of operating metrics in comparative form. All such financial statements shall be complete and correct in all material respects (subject, in the case of such consolidated balance sheetinterim unaudited statements, for to the last day absence of the prior fiscal year (orfootnotes required under GAAP or IFRS, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handas applicable, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal recurring year end audit adjustments) and to be prepared in reasonable detail and, in the case of the annual, quarterly and monthly financial statements provided in accordance with subsections (a), (b) and (c) above, (other than with respect to the interim unaudited financial statements) in accordance with GAAP or IFRS, as applicable, applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change, if any, in GAAP or IFRS, as applicable. Notwithstanding the foregoing, financial statements and reports required to be delivered pursuant to the foregoing provisions of this Section may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Line of Credit Lender receives such reports from the Borrower through electronic mail; provided that, upon the Line of Credit Lender’s request, the Borrower shall provide paper copies of any documents required hereby to the Line of Credit Lender.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodfiscal quarter), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity of Holdings) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC; provided, that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand. In addition, together with the financial statements required pursuant to this Section 9.1(b), if the Borrower is no longer a public reporting company, the Borrower shall deliver a customary “management’s discussion and analysis of financial condition and results of operations” with respect to the periods covered by such financial statements.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of not later than the first three quarterly accounting periods in each fiscal year to occur of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before a) the date that is 45 five (5) days following the filing of the REIT Guarantor’s 10-Q Report with the Securities and Exchange Commission and (b) the date that is fifty (50) days after the end close of each such quarterly accounting period)of the first, second and third calendar quarters of the REIT Guarantor, the unaudited consolidated balance sheets sheet of the Borrower REIT Guarantor and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such quarterly accounting period period, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous calendar year, all of which shall be certified by an Authorized a Responsible Officer of the Borrower REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, position of the REIT Guarantor and its Subsidiaries as at the date thereof and the results of operationsoperations for such period (subject to normal year-end audit adjustments). Together with such financial statements, stockholders’ equity and cash flows of the Borrower and the REIT Guarantor shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) all capital expenditures made during the calendar quarter then ended; (ii) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iii) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (iv) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter; and (v) a listing of summary information for all Unencumbered Assets including, without limitation, the Net Operating Income of each Property (not addressed in clause (ii) or (iii) above), square footage, property type, date acquired or built with respect to each Property included as an Unencumbered Asset in form and substance reasonably satisfactory to the Agent. At the time the financial statements are required to be furnished at the close of the second calendar quarter of the REIT Guarantor, the Borrower shall furnish to the Agent pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries in accordance with GAAPfor the next two (2) calendar quarters, subject to changes resulting from audit and normal year end audit adjustmentsincluding pro forma covenant calculations.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 forty five (45) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in fiscal quarters of each fiscal year of the Borrower (orcommencing with the fiscal quarter ended June 30, 2020), a Consolidated (and, if such financial statements are not required to be filed with requested by the SECLender, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated management prepared consolidating) balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at of the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodquarter, and the related consolidated Consolidated (and, if requested by the Lender, management prepared consolidating) statements of income or operations and cash flows and related Consolidated statement of cash flows changes in shareholders’ equity for such quarterly accounting period quarter and for the elapsed portion of the Borrower’s fiscal year then ended with the last day of such quarterly period, and setting forth in each case in comparative consolidated form the figures for the related periods in corresponding quarter of the prior previous fiscal year or, in and the case of such consolidated balance sheet, for the last day corresponding portion of the prior previous fiscal year (oryear, all in lieu of reasonable detail and prepared in accordance with GAAP, such unaudited Consolidated statements to be duly certified by the chief executive officer, chief financial statements officer, treasurer or controller of the Borrower and the Restricted Subsidiaries, who is a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPSubsidiaries, subject only to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the Borrower and its Subsidiaries.

Quarterly Financial Statements. As The Issuer shall deliver to the Bondholders, as soon as available and available, but in any event within 5 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Issuer, beginning with the fiscal quarter ending 31 March 2019, a consolidated balance sheet of the Issuer and its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income, cash flows and stockholders’ equity for such fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the Issuer’s fiscal year, setting forth in each case in comparative form the figures for the comparable period or periods in the previous fiscal year, all prepared in accordance with IFRS; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the Stock Exchange’s or if applicable, the Alternative Stock Exchange’s website or if applicable, other designated filing systems. Such consolidated financial statements shall be certified by a Financial Officer as, to his or her knowledge, fairly presenting, in all material respects, the consolidated financial condition, results of operations and cash flows of the Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with IFRS consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Condition 9.1(a), subject to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, if the Issuer or any of its Subsidiaries have made an acquisition, the financial statements with respect to an acquired entity need not be included in the consolidated quarterly financial statements required to be delivered pursuant to this Condition 9.1(b) until the first date on upon which such quarterly financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date so delivered that is 45 at least 90 days after the end of each date such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentsacquisition is consummated.

Quarterly Financial Statements. (a) As soon as available and in any event within 5 forty-five (45) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each first, second and third fiscal year quarters of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Parent, the unaudited consolidated balance sheets sheet of the Borrower Parent and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders' equity and cash flows of Parent and its Subsidiaries for such quarterly accounting period period, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the previous fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer the chief financial or chief accounting officer of the Borrower General Partner, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, results position of operations, stockholders’ equity and cash flows of the Borrower Parent and its Subsidiaries in accordance with GAAP, as at the date thereof and the results of operations for such period (subject to changes resulting from audit and normal year year-end audit adjustments.). Together with such financial statements, the Borrowers shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) a statement of Consolidated Income Available for Distribution for the fiscal quarter then ending; (ii) all capital expenditures made during the fiscal quarter then ended; (iii) a description of all Properties acquired during such fiscal quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iv) a description of all Properties sold during the fiscal quarter then ended, including the Net Operating Income from such Properties and the sales price; (v) a schedule of the Net Operating Income contribution by each Property and by each market, including a summary of the economic occupancy, rent potential, and income and expense for such Properties for the preceding fiscal quarter; (vi) pro forma quarterly financial information for Parent, its Subsidiaries and the other Loan Parties for the next four (4) fiscal quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses; and (vii) such other information as the Agent may reasonably request. Pro forma property Net Operating Income shall be broken down by market and include rent potential, economic occupancy, other income and expenses and such other items as Agent may reasonably require. Section 8.2

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such of the first three quarterly accounting period)fiscal periods of each fiscal year of the Borrower, the (i) (A) consolidated balance sheets statements of income and cash flows of the Borrower and the Subsidiaries andits Subsidiaries, if different, (B) consolidated statements of income and cash flows of the Borrower and its Restricted Subsidiaries, in each case for such period and for the period from the beginning of the respective fiscal year to the end of such period, and (C) consolidating statements of income of the Borrower and its directly owned Subsidiaries combined in significant groups for such period, and (ii) (A) the related consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and (B) the related consolidated balance sheet of the Borrower and its Restricted Subsidiaries, in each case as at the end of such quarterly period and period, setting forth in each case after the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion first anniversary of the fiscal year ended with Funding Date (other than consolidating statements) in comparative form the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative corresponding consolidated figures for the related corresponding periods in the prior preceding fiscal year oryear, in the case accompanied by a certificate of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Responsible Officer of the Borrower as Borrower, which certificate shall state that such consolidated financial statements fairly presenting in all material respects present the consolidated financial condition, condition and results of operations, stockholders’ equity and cash flows operations of the Borrower and its Subsidiaries or of the Borrower and its Restricted Subsidiaries, as the case may be, and such consolidating financial statements fairly present the respective unconsolidated financial condition and results of operations of the Borrower and each group of such Subsidiaries, in accordance with GAAPGAAP consistently applied, as at the end of, and for, such period (subject to changes resulting from audit and normal year year-end audit adjustments); all such financial statements to be accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change, if any, in the application of accounting principles as provided in Section 1.3.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 calendar days after the end of each of the first three fiscal quarters in each fiscal year (or such quarterly accounting periodearlier or later date, from time to time established by the SEC in accordance with the Securities Exchange Act of 1934, as amended, or within fifty (50) days in the event the Borrower shall file its Form 10-Q within the extension period pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, as amended), the consolidated balance sheets financial statements of the Borrower and the Subsidiaries Borrower, consisting of a consolidated (and, if differentdelivered pursuant to the NJR Note Agreements, the Borrower and the Restricted Subsidiaries, in each case consolidating) balance sheet as at of the end of such quarterly period fiscal quarter and the related consolidated (and, if delivered pursuant to the NJR Note Agreements, consolidating) statements of operations for such quarterly accounting period income, stockholders' equity and cash flows for the elapsed portion of fiscal quarter then ended and the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)through that date, all of which shall be in reasonable detail and certified (subject to normal year-end audit adjustments) by an Authorized the Chief Executive Officer, President or Chief Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries having been prepared in accordance with GAAP, subject consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. The Loan Parties will be deemed to changes resulting have complied with the delivery requirements of this Section 8.3.1 if within forty-five (45) days after the end of their fiscal quarter (or such earlier or later date, from audit time to time established by the SEC in accordance with the Securities Exchange Act of 1934, as amended, or within fifty (50) days in the event the Borrower shall file its Form 10-Q within the extension period pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, as amended), the Borrower files a copy of its Form 10-Q with the SEC on its Electronic Data Gathering, Analysis and normal year end audit adjustmentsRetrieval system (or the SEC’s successor electronic system) (collectively, "XXXXX") and the financial statements and the financial statements contained therein meets the requirements described in this Section.

Quarterly Financial Statements. As On or before the date that is 75 days after the end of the fiscal quarter ending August 3, 2007 and, thereafter, as soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 50 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower first 3 Fiscal Quarters of each Fiscal Year of the Company, commencing with the Fiscal Quarter ending June 30, 2018, (A) a Consolidated balance sheet of the Company and its Subsidiaries and (B) a consolidating balance sheet of the Subsidiaries and, if different, the Borrower and the Restricted SubsidiariesBorrowers, in each case case, as at the end of such quarterly period and Fiscal Quarter, the related consolidated Consolidated and consolidating statements of income or operations and cash flows of the Company and its Subsidiaries, or the Borrowers, as applicable, for such quarterly accounting period Fiscal Quarter and for the elapsed portion of the fiscal year Company’s Fiscal Year then ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year (or, in the case of such consolidated balance sheetthe statement of cash flows, solely the portion of the Company’s Fiscal Year then ended), and the Consolidated and consolidating partners’ capital (or other form of owners’ equity) of the Company and its Subsidiaries, or the Borrowers, as applicable, for the last day portion of the prior fiscal year (orCompany’s Fiscal Year then ended, setting forth in lieu of such unaudited financial statements each case in comparative form the figures for the corresponding Fiscal Quarter of the Borrower previous Fiscal Year and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for corresponding portion of the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous Fiscal Year, all of which shall in reasonable detail, such Consolidated and consolidating statements to be certified by an Authorized a Senior Officer of the Borrower Agent as fairly presenting in all material respects the financial condition, results of operations, stockholderspartners’ equity capital (or other form of owners’ equity) and cash flows of the Borrower Company and its Subsidiaries or Borrowers, as applicable, on a Consolidated and consolidating basis in accordance with GAAPGAAP consistently applied, subject only to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes; provided, that, any time that any Unrestricted Subsidiary has been designated under this Agreement, a Senior Officer of Borrower Agent shall deliver supplemental consolidating information that summarizes in reasonable detail the differences between the information relating to the CSI Group, on the one hand, and all consolidated Unrestricted Subsidiaries, on the other hand, which consolidating information shall be certified by a Senior Officer of Borrower Agent to have been prepared in accordance with GAAP consistently applied.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of (x) the Borrower and the its consolidated Subsidiaries and, and (y) if different, the Borrower and the Restricted Subsidiaries (provided, however, that the Borrower shall be under no obligation to deliver the consolidated financial statements described in sub-clause (y) if the Consolidated Total Assets and the Consolidated EBITDA of the Borrower and its consolidated Subsidiaries (which Consolidated Total Assets and Consolidated EBITDA shall be calculated in accordance with the definitions of such terms, but determined based on the financial information of the Borrower and its consolidated Subsidiaries, and not the financial information of the Borrower and its Restricted Subsidiaries) do not differ from the Consolidated Total Assets and the Consolidated EBITDA, respectively, of the Borrower and its Restricted Subsidiaries by more than 2.5%), in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, unless the consolidated financial statements described in sub-clause (y) are not required to be delivered pursuant to the immediately preceding proviso, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all of which shall be (i) certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or the Borrower and the Restricted Subsidiaries, as the case may be) in accordance with GAAP, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and absence of footnotes and (ii) accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) or delivered to the holders of any Existing Notes or Permitted Additional Debt with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of any Existing Notes or Permitted Additional Debt, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, (i) the Borrower and the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the its Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the its Restricted Subsidiaries, on the one hand, and the Borrower and the its Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPBorrower, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of Issuer (or such quarterly accounting periodearlier date on which Issuer or Parent is required to file a Form 10-Q under the Exchange Act, as applicable), beginning with the fiscal quarter ending March 31, 2021, a consolidated balance sheets sheet of the Borrower Issuer and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at of the end of such quarterly period fiscal quarter, and the related consolidated statements of operations income and cash flows and for such quarterly accounting period fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of Issuer's fiscal year, all prepared in accordance with Applicable Accounting Standards (which may be subject to a “going concern” qualification under ASC 205-40 or the fiscal year ended with equivalent under the last day of such quarterly periodApplicable Accounting Standards if, and only if, such “going concern” qualification does not relate to near-term liquidity), subject to normal year-end audit adjustments and the related consolidated statement absence of cash flows for disclosures normally made in footnotes; provided, however, that Borrower shall be deemed to have made such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case delivery of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of if such consolidated financial statements shall have been made available within the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, time period specified above on the one hand, and SEC’s EXXXX system (or any successor system adopted by the Borrower and the Subsidiaries, on the other handSEC), all of which . Such consolidated financial statements shall be certified by an Authorized a Responsible Officer of the Borrower as Issuer as, to his or her knowledge, fairly presenting presenting, in all material respects respects, the consolidated financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPApplicable Accounting Standards consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 5.2(a)(i), subject to changes resulting from audit and normal year year-end audit adjustments.adjustments and the absence of footnotes (and which, for the avoidance of doubt, may be subject to a “going concern” qualification under ASC 205-40 or the equivalent under the Applicable Accounting Standards if, and only if, such “going concern” qualification does not relate to near-term liquidity); provided, however, that such certification by a Responsible Officer of Issuer shall be deemed to have made if a similar certification is required under the Sxxxxxxx-Xxxxx Act of 2002 and such certification shall have been made available within the time period specified above on the SEC’s EXXXX system (or any successor system adopted by the SEC);

Quarterly Financial Statements. As soon as available and in any event within 5 Within 60 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Borrower, the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period income, operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of the Parent or any other direct or indirect parent of the Borrower or (B) the Parent’s or the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to the Parent or another parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on On or before the date that is 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year, the consolidated balance sheets of the Holdings, CGI Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period fiscal quarter and the related consolidated statements of income or operations for such quarterly accounting period fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period fiscal quarter, and a narrative providing a summary description of the highlights of results of operations of CGI Borrower and its Restricted Subsidiaries for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and fiscal quarter setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the CGI Borrower as fairly presenting in all material respects the financial conditionposition, results of operations, stockholders’ equity operations and cash flows of the CGI Borrower and its Subsidiaries in accordance with GAAPIFRS (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year the absence of footnotes; provided, that if at the end audit adjustmentsof any applicable fiscal quarter there are any Unrestricted Subsidiaries, Borrower Representative shall also furnish the related consolidating balance sheets of CGI Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidating statements of income or operations and cash flows for such fiscal quarter, in each case, reflecting the adjustments necessary to eliminate such Unrestricted Subsidiaries from the consolidated balance sheets of CGI Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter.

Quarterly Financial Statements. As soon as available and in any event within 5 days Within 3 Business Days following the 45th day after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the Borrower and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year orFiscal Year, (y) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior Fiscal Year, and (z) the consolidated balance sheets of the U.S. Xxxx Group and the Non-U.S. Xxxx Group as at the end of such quarterly accounting period and the related consolidated statements of income of each such group for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, all of the foregoing of which shall be in reasonable detail and, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiariesdescribed in subclause (x) above, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as that they fairly presenting present in all material respects in accordance with U.S. GAAP the financial condition, results of operations, stockholders’ equity and cash flows condition of the Borrower and its Consolidated Subsidiaries as of the dates indicated and the results of their operations and/or changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided, however, that for any quarterly accounting period for which the Borrower has filed a Form 10-Q Report with the SEC, the furnishing of (I) the Borrower’s Form 10-Q Report filed with the SEC for such quarterly accounting period and (II) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period, shall satisfy the requirements of subclause (i) and (ii) of this Section 9.01(b).

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before later than the date that is 45 the earlier of (x) fifty (50) days after the end close of each such quarterly accounting period)of the first, second and third fiscal quarters of the REIT Guarantor, or (y) five (5) days after filing the REIT Guarantor’s 10Q Report with the Securities and Exchange Commission, the unaudited consolidated balance sheets sheet of the Borrower REIT Guarantor and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such quarterly accounting period and an unaudited statement of Funds from Operations, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous calendar year, all of which shall be certified by an Authorized a Responsible Officer of the Borrower REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, position of the REIT Guarantor and its Subsidiaries as at the date thereof and the results of operationsoperations for such period (subject to normal year-end audit adjustments). Together with such financial statements, stockholders’ equity and cash flows of the Borrower and the REIT Guarantor shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) all capital expenditures made during the calendar quarter then ended; (ii) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iii) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (iv) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter; and (v) such other information as the Agent may reasonably request. At the time the financial statements are required to be furnished at the close of the second calendar quarter of the REIT Guarantor, the Borrower shall furnish to the Agent pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries in accordance with GAAPfor the next two (2) calendar quarters, subject to changes resulting from audit including pro forma covenant calculations, sources and normal year end audit adjustmentsuses of funds, capital expenditures, Net Operating Income for the Borrowing Base Properties, and other income and expenses.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Borrower, the consolidated consolidated, combined or condensed balance sheets sheet of the Borrower and the its consolidated, combined or condensed Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements consolidated, combined or condensed statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated consolidated, combined or condensed statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated consolidated, combined or condensed figures for the related periods in the prior fiscal year or, in the case of such consolidated consolidated, combined or condensed balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiariesits consolidated, combined of condensed Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated, combined or condensed Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes (together with, in all cases, customary management discussion and analysis). Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated, combined or condensed Subsidiaries by furnishing the Borrower’s Form 10-Q filed with the SEC.

Quarterly Financial Statements. As soon as available Furnish Agent and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) each Lender with respect to each of Loan Parties’ fiscal quarters, on or before the first three quarterly accounting periods in each earlier to occur of (a) forty-five (45) days after the end of such fiscal year of the Borrower quarter (or, if such due date is not a Business Day, then on the next Business Day), and (b) at any time when Parent is a reporting company under the Exchange Act, the date on which the Loan Parties filed their SEC Form 10-Q for such fiscal quarter, an unaudited balance sheet of Loan Parties and their Subsidiaries on a consolidated and consolidating basis and unaudited statements of income of Loan Parties and their Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the fiscal year to the end of such fiscal quarter and for such fiscal quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to the business of Loan Parties or their Subsidiaries. Each such balance sheet and statement of income shall set forth a comparison of the figures for the current fiscal quarter and the current year-to-date with the figures for the same fiscal quarter and year-to-date period of the immediately preceding fiscal year. The Loan Parties shall also provide to Agent and each Lender within such time periods a comparison of such financial statements to the projections for such fiscal period and year-to-date period delivered pursuant to Section 9.11(b). The financial statements shall be accompanied by a Compliance Certificate signed by a Responsible Officer of the Borrower, which shall state that, based on an examination sufficient to permit such Responsible Officer to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Loan Parties with respect to the events giving rise to such Default or Event of Default. Each Compliance Certificate shall additionally set forth (i) the aggregate amount of Capital Expenditures made by Loan Parties during the fiscal quarter in connection with which such Compliance Certificate is delivered and (ii) the cash and Cash Equivalents of the Parent and its Subsidiaries that are not required Restricted as of the end of such fiscal quarter. At any time when Parent is a reporting company under the Exchange Act, Loan Parties may elect to be filed satisfy their obligations under the first sentence of this Section 9.07 with respect to any fiscal quarter by the filing of Parent’s Form 10-Q with the SEC, and the availability of same on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets SEC’s website shall constitute “furnishing” to Agent and Lenders of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements as required by the first sentence of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPthis Section 9.07, subject to changes resulting the time period required by such first sentence of this Section 9.07. Agent shall have no obligation to monitor whether Loan Parties post reports, information and documents on the SEC’s website, or collect any such reports, information and documents from audit and normal year end audit adjustmentsthe SEC’s website.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 forty-five (45) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in (3) fiscal quarters of each fiscal year of the Borrower (or, if such financial statements are not earlier, five (5) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)), the a consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period fiscal quarter, and the related consolidated statements of operations for such quarterly accounting period income or operations, changes in shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period fiscal quarter and for the elapsed portion of the Borrower’s fiscal year ended with the last day of such quarterly periodthen ended, and setting forth in each case in comparative consolidated form the figures for the related periods in corresponding fiscal quarter of the prior previous fiscal year or, in and the case of such consolidated balance sheet, for the last day corresponding portion of the prior previous fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all in reasonable detail and prepared in accordance with GAAP and including management discussion and analysis of which shall be operating results inclusive of operating metrics in comparative form, certified by an Authorized the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPSubsidiaries, subject only to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Documents required to be delivered pursuant to Section 6.01(a) or (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 1.01(a); or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third-party website or whether sponsored by the Lender) or (c) on which such documents are filed with the SEC on XXXXX.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent (or such quarterly accounting periodearlier date on which Parent is required to file a Form 10-Q under the Exchange Act, if applicable), beginning with the fiscal quarter ending March 31, 2022, a consolidated balance sheets sheet of the Borrower Parent and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at of the end of such quarterly period fiscal quarter, and the related consolidated statements of operations income and cash flows and for such quarterly accounting period fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the Parent’s fiscal year ended year, all prepared in accordance with the last day of such quarterly periodApplicable Accounting Standards, subject to normal year-end audit adjustments and the related consolidated statement absence of cash flows for disclosures normally made in footnotes; provided, however, that Borrower shall be deemed to have made such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case delivery of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of if such consolidated financial statements shall have been made available within the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, time period specified above on the one hand, and SEC’s XXXXX system (or any successor system adopted by the Borrower and the Subsidiaries, on the other handSEC), all of which . Such consolidated financial statements shall be certified by an Authorized a Responsible Officer of the Borrower as Parent as, to his or her knowledge, fairly presenting presenting, in all material respects respects, the consolidated financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower Parent and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPApplicable Accounting Standards consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 5.2(a)(i), subject to changes resulting from audit and normal year year-end audit adjustments.adjustments and the absence of footnotes; provided, however, that such certification by a Responsible Officer of Parent shall be deemed to have made if a similar certification is required under the Xxxxxxxx-Xxxxx Act of 2002 and such certification shall have been made available within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC);

Quarterly Financial Statements. As On or before the date that is 60 days after the end of the fiscal quarter ending June 30, 2011 and, thereafter as soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Parent Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 50 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Parent Borrower and the Subsidiaries and, if different, the Parent Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year Fiscal Year (or, in lieu of such unaudited financial statements of the Parent Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Parent Borrower and the Restricted Subsidiaries, on the one hand, and the Parent Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit audit, and normal year year-end audit adjustmentsadjustments and accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on On or before the date that is 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year, commencing with the fiscal quarter ending December 31, 2016, the consolidated balance sheets of the Borrower and the Subsidiaries and, if differentHoldings, the Borrower and the Restricted Subsidiaries, in each case its Subsidiaries as at the end of such quarterly period fiscal quarter and the related consolidated statements of income or operations for such quarterly accounting period fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period fiscal quarter, and a narrative providing a summary description of the highlights of results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter and commencing with the quarter ending December 31, and 2016 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial conditionposition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAPIFRS (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year the absence of footnotes; provided, that if at the end audit adjustmentsof any applicable fiscal quarter there are any Unrestricted Subsidiaries, the Borrower shall also furnish the related consolidating balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidating statements of income or operations and cash flows for such fiscal quarter, in each case, reflecting the adjustments necessary to eliminate such Unrestricted Subsidiaries from the consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter.

Quarterly Financial Statements. As soon as available and in any event within 5 days Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPBorrower, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. (i) As soon as available and in any event within 5 60 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower (orCompany, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the unaudited consolidated balance sheets of the Borrower Company and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodincome, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods changes in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Borrower Company and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of the Company as presenting fairly in all material respects, in accordance with GAAP, the information contained therein, subject to changes resulting from audit and normal year year-end audit adjustments.adjustments and the absence of full footnote disclosure. The Company shall be deemed to have delivered the same to the Administrative Agent if the Company files the same with the SEC via XXXXX and notifies the Administrative Agent of such filing. (ii) As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of Validus Re, unaudited consolidated balance sheets of Validus Re and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of income, changes in shareholders’ equity and cash flows of Validus Re and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of Validus Re as presenting fairly in all material respects, in accordance with GAAP, the information contained therein, subject to changes resulting from normal year-end audit adjustments and the absence of full footnote disclosure. The Company shall be deemed to have delivered the same to the Administrative Agent if the Company files the same with the SEC via XXXXX and notifies the Administrative Agent of such filing. (c)

Quarterly Financial Statements. As soon as available available, and in any event within 5 sixty (60) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in (3) Fiscal Quarters of each fiscal year of the Borrower Fiscal Year (or, if such financial statements are not required to be filed commencing with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodthe first Fiscal Quarter following the Closing Date), (i) the unaudited consolidated balance sheets of the Borrower Sponsor and its Subsidiaries and the Subsidiaries andunaudited balance sheet of the Borrowers (on a combined basis for Borrowers), if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and Fiscal Quarter, (ii) the related consolidated unaudited statements of operations income and cash flows of (A) Sponsor and its Subsidiaries and (B) the Borrowers, in each case for such quarterly accounting period Fiscal Quarter and for the elapsed portion period from the beginning of the fiscal year ended with then current Fiscal Year to the last day end of such quarterly periodFiscal Quarter, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period(in each case, and without footnotes) setting forth in each case, in comparative consolidated form the corresponding figures for the corresponding periods of the previous Fiscal Year all in reasonable detail and in accordance with GAAP, and (iii) with respect to any Fiscal Quarter during which a Subject Transaction is made, calculations of the unaudited balance sheets and related periods in the prior fiscal year orunaudited statements of income and cash flows pursuant to clauses (i) and (ii) of this Section 5.1(a) with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the case of such consolidated balance sheet, for Securities Act and as interpreted by the last day staff of the prior fiscal year (or, in lieu of such unaudited SEC) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the Borrower financial statements of Borrowers and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such Fiscal Quarter (and assuming that such Indebtedness bears interest during any portion of the Borrower as fairly presenting in all material respects applicable Fiscal Quarter prior to the financial condition, results of operations, stockholders’ equity and cash flows relevant acquisition at the weighted average of the Borrower and its Subsidiaries in accordance with GAAP, subject interest rates applicable to changes resulting from audit and normal year end audit adjustments.outstanding Loans incurred during such period);

Quarterly Financial Statements. As soon as available and in any event within 5 days Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Parent Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Parent Borrower and the Subsidiaries and, if different, the Parent Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Parent Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Parent Borrower and the Restricted Subsidiaries, on the one hand, and the Parent Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPParent Borrower, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year of the Borrower Holdings (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the Borrower Parent and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, retained earnings and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year or, and comparable budgeted figures for such quarterly accounting period as set forth in the case of such respective budget delivered pursuant to Section 9.01(d), (y) in a footnote to the consolidated balance sheet, for the last day sheet of the prior fiscal year (orParent and its Subsidiaries, in lieu quarterly unaudited condensed consolidated financial information of such Holdings and unaudited condensed unconsolidated financial statements information of the Borrower and for the Restricted Subsidiariessame periods, a detailed reconciliation reflecting such in addition to the financial information for required to comply with Rule 3-10 of Regulation S-X under the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Securities Act, all of which shall be certified by an Authorized Officer the chief financial officer of the Borrower as Parent that they fairly presenting present in all material respects in accordance with GAAP the financial condition, condition of the Parent and its Subsidiaries as of the dates indicated and the results of operationstheir operations for the periods indicated, stockholders’ equity subject to normal year-end audit adjustments and cash flows the absence of footnotes, and (z) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period and (ii) the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of income and retained earnings and statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year, all of which shall be certified by the chief financial officer of the Borrower that they fairly present in all material respects in accordance with GAAPGAAP the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if the Borrower is no longer subject to the reporting requirements of the Exchange Act and such financial statements are not required to be filed with the SEC, on or before the date that is 45 50 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit audit, and normal year year-end audit adjustments.adjustments and accompanied by a Narrative Report with respect thereto; provided that such financial statements and Narrative Report set forth in this Section 9.1(b) shall be deemed to be furnished and delivered upon the filing with the SEC of the Borrower’s Form 10-Q for the relevant fiscal quarter. (c) Officer’s Certificates. Substantially concurrent with the delivery of the financial statements provided for in Sections 9.1(a) and (b), a certificate of an Authorized Officer of the Borrower to the effect that, to the best of such Authorized Officer’s knowledge, no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall set forth (i) a specification of any change in the identity of the Restricted Subsidiaries, Unrestricted Subsidiaries and Dormant Subsidiaries as at the end of such Fiscal Year or period, as the case may be, from the Restricted Subsidiaries, Unrestricted Subsidiaries and Dormant Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent Fiscal Year or period, as the case may be, (ii) the calculation of the Consolidated Total Debt to EBITDA Ratio and the corresponding applicable Status and (iii) the amount of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided and, in either case, in reasonable detail, the calculations and basis therefor. At the time of the delivery of the financial statements provided for in Section 9.1(a), (i) a certificate of an Authorized Officer of the Borrower setting forth in reasonable detail the Applicable Amount as at the end of the Fiscal Year to which such financial statements relate and (ii) a certificate of an Authorized Officer of the Borrower setting forth the information required pursuant to Section 1 (other than clause (d) thereof) of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause (c)(ii), as the case may be. (d)

Quarterly Financial Statements. As soon as available and in any event within 5 days Within 3 Business Days following the 45th day after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower U.S. Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the U.S. Borrower and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year orFiscal Year and the budgeted figures for such quarterly period as set forth in the respective financial projections theretofore delivered pursuant to Section 8.01(c), (y) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior Fiscal Year, and (z) the consolidated balance sheets of the U.S. Xxxx Group and the Non-U.S. Xxxx Group as at the end of such quarterly accounting period and the related consolidated statements of income of each such group for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, all of the foregoing of which shall be in reasonable detail and, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiariesdescribed in subclause (x) above, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an the senior financial officer or other Authorized Officer of Holdings or the U.S. Borrower as that they fairly presenting present in all material respects in accordance with U.S. GAAP the financial condition, results of operations, stockholders’ equity and cash flows condition of the U.S. Borrower and its Consolidated Subsidiaries as of the dates indicated and the results of their operations and/or changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided, however, that for any quarterly accounting period for which the U.S. Borrower has filed a Form 10-Q Report with the SEC and the Chief Financial Officer or other Authorized Officer of Holdings has delivered to the Administrative Agent a certificate certifying that the Parent Business Condition has been satisfied for such quarterly accounting period, the furnishing of (I) the U.S. Borrower’s Form 10-Q Report filed with the SEC for such quarterly accounting period and (II) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period, shall satisfy the requirements of subclause (i) and (ii) of this Section 8.01(a).

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Lead Borrower and the Subsidiaries and, if different, the Lead Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Lead Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Lead Borrower and the Restricted Subsidiaries, on the one hand, and the Lead Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Lead Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event Furnish Agent within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)fiscal quarter other than the last fiscal quarter, (a) the consolidated balance sheets sheet of Borrower and its consolidated Subsidiaries as of the end of such fiscal quarter, and the related statements of income, change in stockholder's equity and cash flow for the year-to-date period ended on such date, and (b) the consolidating balance sheet of Borrower and its consolidated Subsidiaries as of the Subsidiaries andend of such fiscal quarter, if different, the Borrower and the Restricted Subsidiariesrelated year to date consolidating statement of income, in each case prepared in accordance with GAAP applied on a basis consistent with prior practices and complete and correct in all material respects, subject to normal year end adjustments and the absence of financial statement footnotes and similar disclosures (except to the extent required to be included in Borrower's Form 10-Q) . The reports shall be accompanied by a certificate signed by the Chief Financial Officer of Borrower, which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrower with respect to such default and, such certificate shall have appended thereto calculations which set forth Borrower' compliance with the requirements or restrictions imposed by Sections 6.5, 7.6 and 7.11 hereof. 9.9. Monthly Financial Statements. Furnish Agent as at soon as completed, but in no event later than thirty (30) days after the end of each month, (a) the consolidated balance sheet of Borrower and its consolidated Subsidiaries as of the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodmonth, and the related consolidated statement statements of income, change in stockholder's equity and cash flows for such quarterly accounting period and flow for the elapsed portion year-to-date period ended on such date, and (b) the consolidating balance sheet of Borrower and its consolidated Subsidiaries as of the fiscal year ended with the last day end of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handmonth, and the Borrower related year to date consolidating statement of income, in each case prepared on a basis consistent with prior practices and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting complete and correct in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPrespects, subject to changes resulting from audit and normal year end audit adjustmentsadjustments and the absence of financial statement footnotes and similar disclosures. The reports shall be accompanied by a certificate of Borrower's Chief Financial Officer of Borrower, which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrower with respect to such event.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with in the SECcase of each of the quarters ending September 30, on or before 2017, March 31, 2017 and June 30, 2017, the date that is 45 60 days after the end of each such quarterly accounting periodquarter), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations income for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth (other than for the quarterly periods ending September 30, 2017, March 31, 2017 and June 30, 2017 (with respect to which, for the avoidance of doubt, no comparative consolidated figures or reconciliations will be required)) comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes and the inclusion of any explanatory note. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity thereof) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or any such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis (and, if different, the Borrower and the Restricted Subsidiaries), on the other hand.

Quarterly Financial Statements. As soon as available available, and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Fiscal Quarter of each Fiscal Year, (i) the consolidated and consolidating balance sheets sheet of the Borrower Holdings and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period Fiscal Quarter and the related consolidated and consolidating statements of operations income and consolidated statements of cash flows of Holdings and its Subsidiaries for such quarterly accounting period Fiscal Quarter and for the elapsed portion period from the beginning of the fiscal year ended with then current Fiscal Year to the last day end of such quarterly Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a schedule of reconciliations for any reclassifications with respect to prior months or periods (and, in connection therewith, copies of any restated financial statements for any impacted month or period), a Financial Officer Certification, any other material operating reports prepared by management for such period, and the related consolidated statement of cash flows for a Narrative Report, (ii) a report detailing churn/contract retention data, which report shall set forth (A) customers lost during such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower month and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all trailing twelve month revenues of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries in accordance attributable to such customers, and (B) other retention data as may be reasonably agreed by Agents and Company, (iii) a detailed aging, by total, of Holdings’ and its Subsidiaries’ (excluding AFS) Accounts, together with GAAPa reconciliation and supporting documentation for any reconciling items noted, subject to changes resulting (iv) a detailed report regarding the revenues, fees, and interest from audit the Invoice Accelerator Product and normal year end audit adjustments.(v) summary aging, by vendor, of Holdings’ and its Subsidiaries’ (excluding AFS) accounts payable and any book overdraft;

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each of the first three fiscal quarters of any Fiscal Year (or, with respect to the fiscal quarters ended March 31, 2023 and June 30, 2023, 90 days after the end of such quarterly accounting periodfiscal quarters), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted its consolidated Subsidiaries, in each case case, as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and and, commencing with the fiscal quarter ended on September 30, 2024, setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all of which shall be (i) certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its consolidated Subsidiaries (or Holdings or an indirect parent of the Borrower and its consolidated Subsidiaries, as the case may be) in accordance with GAAPGAAP in all material respects (except as set forth in the following proviso), subject to changes resulting from audit and audit, normal year year-end audit adjustments and absence of footnotes and (ii) accompanied by a Narrative Report with respect thereto; provided, that notwithstanding the foregoing, the financial statements to be delivered pursuant to this clause (b) with respect to the fiscal quarters ended March 31, 2023 and June 30, 2023 shall not be required to reflect “fresh- start” or other reorganization adjustments.. (c)

Quarterly Financial Statements. As soon as available available, and in any event within 5 sixty (60) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in (3) Fiscal Quarters of each fiscal year of the Borrower Fiscal Year (or, if such financial statements are not required to be filed commencing with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodthe first Fiscal Quarter following the Closing Date), (provided that such sixty (60) day period shall instead be ninety (90) days for the first three (3) of such Fiscal Quarters ended following the consummation of the CPPIB/Riverstone Acquisition), (i) the unaudited consolidated balance sheets of the Borrower Sponsor and its Subsidiaries and the unaudited balance sheet of the Borrowers (on a combined basis for Borrowers),and their Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period Fiscal Quarter, and (ii) the related unaudited consolidated statements of operations income and cash flows of (A) Sponsor and its Subsidiaries and (B) the Borrowers, in each case and their Subsidiaries for such quarterly accounting period Fiscal Quarter and for the elapsed portion period from the beginning of the fiscal year ended with then current Fiscal Year to the last day end of such quarterly periodFiscal Quarter, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period(in each case, and without footnotes) setting forth in each case, in comparative consolidated form the corresponding figures for the corresponding periods of the previous Fiscal Year all in reasonable detail and in accordance with GAAP, and (iii) with respect to any Fiscal Quarter during which a Subject Transaction is made, calculations of the unaudited balance sheets and related periods in the prior fiscal year orunaudited statements of income and cash flows pursuant to clauses (i) and (ii) of this Section 5.1(a) with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the case of such consolidated balance sheet, for Securities Act and as interpreted by the last day staff of the prior fiscal year (or, in lieu of such unaudited SEC) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the Borrower financial statements of Borrowers and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such Fiscal Quarter (and assuming that such Indebtedness bears interest during any portion of the Borrower as fairly presenting in all material respects applicable Fiscal Quarter prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period); ; provided that such comparatives shall not be required for the first three Fiscal Quarter periods following an election to provide the financial condition, results statements of operations, stockholders’ equity and cash flows New US Xxxxx in place of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustments.Borrowers;

Quarterly Financial Statements. As soon as Promptly once available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with end of each quarterly accounting period (or 60 days for the SEC (first fiscal quarter of the Parent Borrower ending after giving effect to any permitted extensionsthe Closing Date) of the Parent Borrower ending after the Closing Date, with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)year, the consolidated balance sheets sheet of the Parent Borrower and the its Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such the applicable quarterly period, and setting forth comparative consolidated and/or combined figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Parent Borrower and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal the absence of footnotes, as required by GAAP, together with a management’s discussion and analysis of financial information.; provided in connection with Holdings’ change in fiscal year end audit adjustments.from June 30 of each calendar year to December 31 of each calendar year, it is understood that such prior periods for the purposes of comparative figures will reflect the same calendar year periods (and not the same fiscal periods) or, in the case of the consolidated balance sheet, either the new fiscal year end of December 31 or the preceding quarterly balance sheet. (c) [Reserved]. (d)

Quarterly Financial Statements. As soon as available and in any event within 5 Within five (5) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 sixty (60) days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if materially different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.