Common use of Quarterly Financial Statements Clause in Contracts

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016), (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016), (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower or Holdings has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 As soon as practicable and in any event within sixty (60) days (or, if earlier, on the date of any required public filing thereof) after the close end of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30of each Fiscal Year, 2016), (i) the consolidated an unaudited Consolidated balance sheet of the Lead Borrower and its Subsidiaries as at of the close of such fiscal quarter and unaudited Consolidated statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries 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, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 preceding Fiscal Year and comparable forecasted figures for such quarterly accounting period based prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the corresponding forecasts delivered pursuant to Section 9.01(d)financial position or results of operations of any change in the application of accounting principles and practices during the period, all of which shall be and certified by the chief financial officer of the Lead Borrower that they to present fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries on a Consolidated basis as of the their respective dates indicated and the results of their operations of the Borrower and its Subsidiaries for the respective periods indicatedthen ended, subject to normal year-year end audit adjustments adjustments. Delivery by the Borrower to the Administrative Agent and the absence of footnotes, and (ii) management’s discussion and analysis Lenders of the important operational and financial developments during such Borrower’s quarterly accounting period. If report to the Lead Borrower has filed (within the time period required above) a SEC on Form 10-Q with the SEC for respect to any fiscal quarter described abovequarter, then to or the extent that availability of such quarterly report on Form 10-Q contains any of XXXXX Online, within the foregoing items, period specified above shall be deemed to be compliance by the Lenders shall accept such Form 10-Q in lieu of such itemsBorrower with this Section 7.1(a).

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Holdings, (i) the consolidated balance sheet of the Lead Borrower Holdings and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d9.01(e), all of which shall be certified by the chief financial officer of the Lead Borrower Holdings that they fairly present in all material respects in accordance with U.S. GAAP generally accepted accounting principles the financial condition of the Lead Borrower Holdings 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower Holdings has filed (within the time period required above) a Form 10-Q 10Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-10 Q contains any of the foregoing items, the Lenders shall will accept such Form 10-10 Q in lieu of such items.

Quarterly Financial Statements. Within 45 As soon as available, and in any event within 60 days after the close of each Fiscal Quarter of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for other than the fiscal quarter fourth Fiscal Quarter) (commencing with the Fiscal Quarter ending September June 30, 20162022), (i) the a consolidated balance sheet and income statement of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated end of such Fiscal Quarter, together with the related consolidated statement of income for such Fiscal Quarter and the results a year to date statement of their operations cash flows, in each case setting forth in comparative form figures for the periods indicatedcorresponding period of the preceding Fiscal Year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Required Lenders, and, in each case, accompanied by a certificate of a Financial Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of such Person and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and except that the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and quarterly financial developments during such quarterly accounting periodstatements have fewer footnotes than annual statements. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to To the extent that such quarterly report on Form 10-Q contains any VIEs have been consolidated with the Borrower in the preparation of the foregoing itemsfinancial statements furnished pursuant to this Section 7.1(b) (as contemplated in Section 1.3(c)), the Lenders Borrower shall accept deliver to the Administrative Agent with such Form 10-Q in lieu financial statements a reconciliation of such itemsfinancial statements that excludes the impact of such consolidation.

Quarterly Financial Statements. Within 45 60 days (or such earlier date on which the Company is required (giving effect to any extensions granted by the SEC) to make any public filing of such information) after the close end of each of the first three quarterly accounting periods in fiscal quarters of each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)year, (i) the consolidated balance sheet of the Lead Borrower Company and its Subsidiaries as at of the end of such quarterly accounting period and the related consolidated statements of operations and of operations, comprehensive income (loss), changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief financial officer a Responsible Officer of the Lead Borrower Company that they fairly present present, in all material respects and in accordance with U.S. GAAP GAAP, the financial condition of the Lead Borrower Company and its consolidated 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower Company has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within As soon as available and in any event within 45 days after the close of each of the first three quarterly accounting periods fiscal quarters in each fiscal year Fiscal Year of the Lead Borrower Pyxus Topco (and within 60 days for commencing with the fiscal quarter ending September 30December 31, 20162021), (i) the consolidated (and consolidating with respect to each Borrower) balance sheet of the Lead Borrower Pyxus Topco and its Subsidiaries (including Minority Interest Consolidated Entities) as at the end of such quarterly accounting period fiscal quarter and the related consolidated (and consolidating with respect to each Borrower) statements of operations and of changes in shareholder’s equity (deficit) income and statement of cash flows for such quarterly accounting period fiscal quarter and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting periodfiscal quarter, in each case setting forth comparative figures for the corresponding quarterly accounting period fiscal quarter in the prior fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)Fiscal Year, all of which shall be certified by the chief financial officer a Financial Officer of the Lead Borrower Pyxus Topco that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower Pyxus Topco and its Subsidiaries (including Minority Interest Consolidated Entities) 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting periodfiscal quarter. If Notwithstanding the Lead Borrower has filed foregoing, the obligations in this Section 9.01(b) may be satisfied with respect to financial information of Pyxus Topco and its Subsidiaries by furnishing Pyxus Topco’s (within the time period required above) a or any parent entity thereof), as applicable, Form 10-Q filed with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such itemsSEC.

Quarterly Financial Statements. Within 45 As soon as practicable and in any event within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the close end of each of the first three quarterly accounting periods in (3) fiscal quarters of each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30Fiscal Year, 2016), (i) the consolidated an unaudited Consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated close of such fiscal quarter and the results unaudited Consolidated statements of their operations for the periods indicated, subject to normal year-end audit adjustments income and the absence of footnotes, cash flows and (ii) a report containing management’s discussion and analysis of such financial statements for the important operational fiscal quarter then ended 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 developments position or results of operations of any change in the application of accounting principles and practices during such the period, and certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on 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 normal year end adjustments. Delivery by the Borrower to the Administrative Agent and the Lenders of the Borrower’s quarterly accounting period. If report to the Lead Borrower has filed (within the time period required above) a SEC on Form 10-Q with the SEC for respect to any fiscal quarter described abovequarter, then to or the extent that availability of such quarterly report on Form 10-Q contains any of XXXXX Online, within the foregoing items, period specified above shall be deemed to be compliance by the Lenders shall accept such Form 10-Q in lieu of such itemsBorrower with this Section 8.1(a).

Quarterly Financial Statements. Within 45 As soon as practicable and in any event within sixty (60) days (or, if earlier, on the date of any required public filing thereof) after the close of each end of the first three quarterly accounting periods in (3) fiscal quarters of each fiscal year Fiscal Year, an unaudited Consolidated balance sheet of the Lead Borrower (Company and within 60 days its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries and a report containing management’s discussion and analysis of such financial statements for the fiscal quarter ending September 30, 2016), (i) the consolidated balance sheet then ended and that portion of the Lead Borrower and its Subsidiaries Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as at of the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 preceding Fiscal Year and comparable forecasted figures for such quarterly accounting period based prepared by the Company in accordance with GAAP and, if applicable, containing disclosure of the effect on the corresponding forecasts delivered pursuant to Section 9.01(d)financial position or results of operations of any change in the application of accounting principles and practices during the period, all of which shall be and certified by the chief financial officer of the Lead Borrower that they Company to present fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower Company and its Subsidiaries on a Consolidated basis as of the their respective dates indicated and the results of their operations of the Company and its Subsidiaries for the respective periods indicatedthen ended, subject to normal year-year end audit adjustments adjustments. Delivery by the Company to the Administrative Agent and the absence of footnotes, and (ii) management’s discussion and analysis Lenders of the important operational and financial developments during such Company’s quarterly accounting period. If report to the Lead Borrower has filed (within the time period required above) a SEC on Form 10-Q with the SEC for respect to any fiscal quarter described abovequarter, then to or the extent that availability of such quarterly report on Form 10-Q contains any of XXXXX Online, within the foregoing items, period specified above shall be deemed to be compliance by the Lenders shall accept such Form 10-Q in lieu of such itemsCompany with this Section 7.1(a).

Quarterly Financial Statements. Within 45 days (or 60 days in the case of the first three fiscal quarters ending after the Closing Date for which delivery is required hereunder) after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Borrower, (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (JCC Holding and within 60 90 days for after the close of the fourth quarterly accounting period in each fiscal quarter ending September 30year of JCC Holding, 2016), (i) the consolidated balance sheet of the Lead Borrower JCC Holding and its Consolidated Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) retained earnings and statement of cash flows flows, in each case 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 periods in the prior fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief a financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicatedCompany, subject to normal year-end audit adjustments and adjustments. To the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such extent JCC Holding is filing quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a reports on Form 10-Q with the SEC for SEC, delivery of such reports to the Trustee and requesting Holders shall be deemed to satisfy the foregoing requirements of this subsection. If JCC Holding has any fiscal quarter described aboveSubsidiaries which are Unrestricted Subsidiaries hereunder, then to the extent that such quarterly report financial information required by this clause (ii) shall include a reasonably detailed presentation, either on Form 10-Q contains any the face of the foregoing itemsfinancial statements or the footnotes thereto, and in the Lenders shall accept such Form 10-Q in lieu management's discussion an analysis of such items.operational and financial developments, of the financial condition and results of

Quarterly Financial Statements. Within 45 days after the close end of each of the first three quarterly accounting periods in fiscal quarters of each fiscal year (or such later date as may be permitted by the SEC for the filing of its Quarterly Report on Form 10-Q with the SEC, but in any event not later than 60 days after the end of each of the Lead Borrower (and within first three fiscal quarters of each fiscal year; provided that if the SEC extends such period beyond 60 days for from the end of the applicable fiscal quarter ending September 30quarter, 2016any resulting differences between the Quarterly Report and the deliverables described in clauses (i) and (ii) of this Section 8.01(a) shall not constitute a Default hereunder), (i) the unaudited consolidated balance sheet of the Lead Borrower Company and its consolidated Subsidiaries as at of the end of such fiscal quarterly accounting period and the related unaudited consolidated statements of operations operations, comprehensive earnings (loss), shareholders' equity and of changes in shareholder’s equity (deficit) and statement of cash flows for such fiscal 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 fiscal quarterly accounting period in the prior fiscal year and year, or in the case of the balance sheet, setting forth the comparable forecasted figures for such quarterly accounting period based on as of the corresponding forecasts delivered pursuant to Section 9.01(d)end of the prior fiscal year, all of which shall be certified by the chief financial officer a Responsible Officer of the Lead Borrower Company (in such capacity as a Responsible Officer and not in an individual capacity) that they fairly present present, in all material respects and in accordance with U.S. GAAP GAAP, the financial condition of the Lead Borrower Company and its consolidated 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-end audit adjustments and to the absence of footnotes, and (ii) management’s 's discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days (or 60 days in the case of the first three fiscal quarters ending after the Closing Date for which delivery is required hereunder) after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for Borrower, in each case, ending after the fiscal quarter ending September 30, 2016)Closing Date, (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity comprehensive income (deficitloss) 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 case, beginning with the fiscal quarter ending June 30, 2022, setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief financial officer a Responsible Officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (ii) a management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 As soon as available, and in any event within 60 days after the close of each Fiscal Quarter of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for other than the fiscal quarter fourth Fiscal Quarter) (commencing with the Fiscal Quarter ending September 30March 31, 20162024), (i) the a consolidated balance sheet and income statement of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated end of such Fiscal Quarter, together with the related consolidated statement of income for such Fiscal Quarter and the results a year to date statement of their operations cash flows, in each case setting forth in comparative form figures for the periods indicatedcorresponding period of the preceding Fiscal Year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Required Lenders, and, in each case, accompanied by a certificate of a Financial Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of such Person and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and except that the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and quarterly financial developments during such quarterly accounting periodstatements have fewer footnotes than annual statements. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to To the extent that such quarterly report on Form 10-Q contains any VIEs have been consolidated with the Borrower in the preparation of the foregoing itemsfinancial statements furnished pursuant to this Section 7.1(b) (as contemplated in Section 1.3(c)), the Lenders Borrower shall accept deliver to the Administrative Agent with such Form 10-Q in lieu financial statements a reconciliation of such itemsfinancial statements that excludes the impact of such consolidation.

Quarterly Financial Statements. Within 45 days Beginning with the fiscal quarter ending February 14, 2015, as soon as available, and in any event within the earlier of (i) the 50th day after the close end of each of the first three quarterly accounting periods in fiscal quarters of each fiscal year of the Lead Borrower and (and within 60 days for the fiscal quarter ending September 30, 2016), (iii) the day that is five (5) Business Days after the date the Borrower’s quarterly report on Form 10-Q is required to be filed with the SEC, as of the end of such fiscal quarter, together with a related condensed consolidated balance sheet sheet, a condensed consolidated statement of income and a condensed consolidated statement of cash flows of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 periodquarter, in each case setting forth in comparative form consolidated figures for the corresponding quarterly accounting period of the preceding fiscal year, except for the condensed consolidated balance sheet that will be presented in comparative form to the prior fiscal year Borrower’s most recent audited consolidated balance sheet, all such financial information described above to be in reasonable form and comparable forecasted figures for detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of a Financial Officer of the Borrower to the effect that such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they statements fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicatedhave been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower Holdings (and within 60 days for in the case of the fiscal quarter quarters ending September 30December 31, 20162012 and March 31, 2013), (i) the consolidated balance sheet of the Lead Borrower Holdings and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower Holdings that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower Holdings 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower Holdings has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days Beginning with the fiscal quarter ending May 6, 2006, as soon as available, and in any event within the earlier of (i) the 50th day after the close end of each of the first three quarterly accounting periods in fiscal quarters of each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016), (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If day that is five (5) Business Days after the Lead Borrower has filed (within date the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such Borrower's quarterly report on Form 10-Q contains any is required to be filed with the SEC, as of the foregoing items, the Lenders shall accept such Form 10-Q in lieu end of such itemsfiscal quarter, together with a related condensed consolidated balance sheet, a condensed consolidated statement of income and a condensed consolidated statement of cash flows of the Borrower and its Subsidiaries for such fiscal quarter, in each case setting forth in comparative form consolidated figures for the corresponding period of the preceding fiscal year, except for the condensed consolidated balance sheet that will be presented in comparative form to the Borrower’s most recent audited consolidated balance sheet, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of a Financial Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments.

Quarterly Financial Statements. Within 45 As soon as practicable and in any event within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the close end of each of the first three quarterly accounting periods in (3) fiscal quarters of each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30Fiscal Year, 2016), (i) the consolidated an unaudited Consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Parent Borrower and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income 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, 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 Parent 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 a Responsible Officer of the Parent Borrower to present fairly in all material respects the financial condition of the Parent Borrower and its Subsidiaries on a Consolidated basis as of their respective dates indicated and the results of their operations of the Parent Borrower and its Subsidiaries for the respective periods indicatedthen ended, subject to normal year-end audit adjustments adjustments. Delivery by the Parent Borrower to the Administrative Agent and the absence of footnotes, and (ii) management’s discussion and analysis Lenders of the important operational and financial developments during such Parent Borrower’s quarterly accounting period. If report to the Lead Borrower has filed (within the time period required above) a SEC on Form 10-Q with the SEC for respect to any fiscal quarter described abovequarter, then to or the extent that availability of such quarterly report on Form 10-Q contains any of XXXXX Online, within the foregoing items, period specified above shall be deemed to be compliance by the Lenders shall accept such Form 10-Q in lieu of such itemsParent Borrower with this Section 8.1(a).

Quarterly Financial Statements. Within 45 As soon as available, and in any event within 60 days after the close of each Fiscal Quarter of the first three quarterly accounting periods in each fiscal year of Parent Guarantor commencing with the Lead Borrower Fiscal Quarter ending March 31, 2019 (and within 60 days for other than the fiscal quarter ending September 30, 2016fourth Fiscal Quarter), (i) the a consolidated balance sheet and income statement of the Lead Borrower Parent Guarantor and its Subsidiaries as at of the end of such quarterly accounting period and Fiscal Quarter, together with the related consolidated statements statement of operations income for such Fiscal Quarter and of changes in shareholder’s equity (deficit) and a year to date 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 periodflows, in each case setting forth in comparative form figures for the corresponding quarterly accounting period of the preceding Fiscal Year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the prior fiscal year and comparable forecasted figures for Required Lenders, and, in each case, accompanied by a certificate of a Financial Officer of the Parent Guarantor to the effect that such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they statements fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower such Person and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicatedhave been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and except that the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and quarterly financial developments during such quarterly accounting periodstatements have fewer footnotes than annual statements. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to To the extent that such quarterly report on Form 10-Q contains any VIEs have been consolidated with the Parent Guarantor in the preparation of the foregoing itemsfinancial statements furnished pursuant to this Section 7.1(b) (as contemplated in Section 1.3(c)), the Lenders Borrower shall accept deliver, or cause to be delivered, to the Administrative Agent with such Form 10-Q in lieu financial statements a reconciliation of such itemsfinancial statements that excludes the impact of such consolidation.

Quarterly Financial Statements. Within 45 days Beginning with the fiscal quarter ending November 25, 2016, as soon as available, and in any event within the earlier of (i) the 50th day after the close end of each of the first three quarterly accounting periods in fiscal quarters of each fiscal year of the Lead Borrower and (and within 60 days for the fiscal quarter ending September 30, 2016), (iii) the day that is five (5) Business Days after the date the Borrower’s quarterly report on Form 10-Q is required to be filed with the SEC, as of the end of such fiscal quarter, together with a related condensed consolidated balance sheet sheet, a condensed consolidated statement of income and a condensed consolidated statement of cash flows of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 periodquarter, in each case setting forth in comparative form consolidated figures for the corresponding quarterly accounting period of the preceding fiscal year, except for the condensed consolidated balance sheet that will be presented in comparative form to the prior fiscal year Borrower’s most recent audited consolidated balance sheet, all such financial information described above to be in reasonable form and comparable forecasted figures for detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of a Financial Officer of the Borrower to the effect that such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they statements fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicatedhave been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within (x) 60 days after the close of each of the quarterly accounting periods ending January 31, 2007, April 30, 2007, and July 31, 2007, and (y) 45 days after the close of each of any of the subsequent of the first three quarterly accounting periods in each any other fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Borrower, (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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) to the extent any Permitted Acquisition was made during such quarterly accounting period involving Aggregate Consideration of $10.0 million or more, calculations with respect to the financial covenants contained in Sections 10.08 and 10.09 for the applicable Calculation Period on a Pro Forma Basis as if the applicable Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such that the financial covenants in Sections 10.08 and 10.09 would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; and (iiiii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)U.S. Borrower, (i) the consolidated balance sheet of the Lead U.S. Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief financial officer of the Lead U.S. Borrower that they fairly present in all material respects in accordance with U.S. GAAP generally accepted accounting principles the financial condition of the Lead U.S. 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead U.S. Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall will accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the commencing with its fiscal quarter ending September 30ended on March 31, 20162012), (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity retained earnings (or accumulated deficit, as the case may be) and statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year of the Borrower 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 of the Borrower and comparable forecasted budgeted figures for such quarterly accounting period based on as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d9.01(e), all of which shall be certified by the chief financial officer an Authorized Financial Officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) in a Form 10-Q form consistent with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such itemsBorrower’s historical practice.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 20162020), (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 60 days (or such earlier date on which the Company is required (giving effect to any extensions granted by the SEC) to make any public filing of such information) after the close end of each of the first three quarterly accounting periods in fiscal quarters of each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)year, (i) the consolidated balance sheet of the Lead Borrower Company and its Subsidiaries as at of the end of such quarterly accounting period and the related consolidated statements of operations and of operations, comprehensive income (loss), changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief financial officer a Responsible Officer of the Lead Borrower Company that they fairly present present, in all material respects and in accordance with U.S. GAAP GAAP, the financial condition of the Lead Borrower Company and its consolidated 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower Company has filed (within the time period required above) a Form 10-Q 10‑Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q 10‑Q in lieu of such items.

Quarterly Financial Statements. Within 45 sixty (60) days after the close of each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Lead Borrower (and within 60 or, if earlier, ten (10) days for after the fiscal quarter ending September 30, 2016date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), (ix) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) retained earnings and 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, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)Fiscal Year, all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (iiy) management’s 's discussion and analysis of the important operational and financial developments during such quarterly accounting period. If period; provided that at any time the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described aboveUnrestricted Subsidiaries, then to the extent that such quarterly report financial information required by this Section 8.01(a) shall include a reasonably detailed presentation, either on Form 10-Q contains any the face of the foregoing itemsfinancial statements or in the footnotes thereto, of the Lenders shall accept such Form 10-Q in lieu financial condition and results of such itemsoperations of the Borrower and its Restricted Subsidiaries excluding the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Parent, (i) the unaudited consolidated balance sheet of the Lead Borrower Parent and its consolidated Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income, comprehensive income and of changes in shareholder’s equity (deficit) and statement of cash flows 102 for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting periodperiod (provided that in the case of statements of cashflows, only the statement for the elapsed portion of the fiscal year ended shall be provided), in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief financial officer a Responsible Officer of the Lead Borrower Parent that they fairly present in all material respects in accordance with U.S. GAAP the consolidated financial condition of the Lead Borrower Parent and its consolidated Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to normal year-end audit and normal adjustments (including adjustments from income tax calculations and quarterly cut-off procedures) and the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting periodperiod (or other suitable commentary prepared for internal use by Parent in the ordinary course and otherwise reasonably satisfactory to the Agent). If the Lead Borrower Parent has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 60 days after the close of each Fiscal Quarter of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Borrower, (iA)(i) the consolidated and consolidating balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated and consolidating statements of operations income and of changes in shareholder’s equity (deficit) retained earnings and 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 (ii) the statements of Broadcast Cash Flow of the Stations on a market by market basis and the statements of operating cash flow for Borrower’s outdoor advertising business, in each case 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 (with respect to preceding clauses (i) and (ii)) setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and Fiscal Year, comparable forecasted budgeted figures for such quarterly accounting period based on as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d)clause (e) below and comparable results on a same station basis, all of which shall be certified by the chief financial officer an Authorized Financial Officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations (including those of the Stations and the outdoor advertising business) for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes, and (iiB) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 90 days after the close of each of the first three quarterly accounting periods in each fiscal year of Trizec (or, if sooner, within five Business Days after same are filed with the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016SEC), (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries Trizec as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 as of the end of and for the corresponding quarterly accounting period related periods in the prior fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief financial officer a Senior Financial Officer of the Lead Borrower Trizec that they fairly present in all material respects in accordance with U.S. GAAP the consolidated financial condition of the Lead Borrower and its Subsidiaries Trizec as of the dates indicated and the results of their its operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If period (it being understood and agreed that, the Lead Borrower has filed (within delivery by Trizec to the time period required above) a Administrative Agent and each of the Lenders of Trizec’s Form 10-Q with the SEC for any fiscal quarter described abovereport (including all exhibits and attachments thereto, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept other than those exhibits and attachments which have been incorporated in such Form 10-Q in lieu report by reference and have been previously filed with the SEC) as filed with the SEC for the respective quarterly accounting period within the time period otherwise required by this Section 8.01(a) and certified by a Senior Financial Officer of such itemsTrizec shall satisfy Trizec’s obligations under this Section 8.01(a)).

Quarterly Financial Statements. Within 45 days (or 75 days in the case of the first quarterly accounting period of the Borrower in the fiscal year 2005) after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016), (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 (to the extent possible after giving effect to changes in the Borrower's accounting principles and procedures) for the corresponding quarterly accounting period in the prior fiscal year and comparable forecasted budgeted figures for such quarterly accounting period based on as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d8.01(e), all of which shall be certified by the chief financial officer Authorized Representative of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP generally accepted accounting principles the financial condition of the Lead 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, and (ii) management’s 's discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q , in each case without any material qualifications with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such itemsrespect thereto.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower Holdings (and within 60 days for the commencing with its fiscal quarter ending September 30ended on March 31, 20162011), (i) the consolidated balance sheet of the Lead Borrower Holdings and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity retained earnings (or accumulated deficit, as the case may be) 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 and comparable forecasted budgeted figures for such quarterly accounting period based on as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer an Authorized Financial Officer of the Lead Borrower Holdings that they fairly present in all material respects in accordance with U.S. GAAP generally accepted accounting principles the financial condition of the Lead Borrower Holdings 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 footnotesfootnotes (it being understood and agreed that the filing of Holdings’ Report on Form 10-Q with the Securities and Exchange Commission or any successor thereto (the “SEC”) within the time period otherwise required above in this Section 9.01(a) (to the extent containing the information required above in this clause (i)) shall satisfy the financial statement delivery requirements under this clause (i)), and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed period (within the time period required above) a it being understood and agreed that any such management’s discussion and analysis set forth in Holdings’ Form 10-Q filed with the SEC for any fiscal quarter described above, then to the extent that such respective quarterly report on Form 10-Q contains any accounting period shall satisfy the requirements of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such itemsthis clause (ii).

Quarterly Financial Statements. (i) Within 45 60 days after the close of each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Lead Borrower (and within 60 or, if earlier, 10 days for after the fiscal quarter ending September 30, 2016date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), (ix) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) retained earnings and 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, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)Fiscal Year, all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (iiy) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If ; provided that at any time the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described aboveUnrestricted Subsidiaries, then to the extent that such quarterly report financial information required by this Section 9.01(a) shall include a reasonably detailed presentation, either on Form 10-Q contains any the face of the foregoing itemsfinancial statements or in the footnotes thereto, of the Lenders shall accept such Form 10-Q in lieu financial condition and results of such itemsoperations of the Borrower and its Restricted Subsidiaries excluding the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower.

Quarterly Financial Statements. Within 45 days after the close of each ------------------------------ of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September commencing with its quarterly accounting period ended on April 30, 20161999), (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 related periods in the prior fiscal year and comparable forecasted the respective budgeted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)period, all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP generally accepted accounting principles the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated, subject to normal year-year- end audit adjustments and the absence of footnotes, and (ii) management’s 's discussion and analysis of the important operational and financial developments during such quarterly accounting period. If period (it being understood that, except for comparisons against budget (which must be delivered separately), the Lead delivery by the Borrower has filed (within to the time period required above) a Administrative Agent of the Borrower's Form 10-Q for the respectively quarterly accounting period as filed with the SEC within the time frame set forth above shall satisfy the Borrower's obligations under this clause (b) for any fiscal quarter described above, then such quarterly accounting period to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such itemsinformation required to be delivered pursuant to this clause (b)).

Quarterly Financial Statements. Within 45 50 days after the close ------------------------------ of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Parent, (i) the consolidated and consolidating balance sheet of the Lead Borrower Parent and its Consolidated Subsidiaries (and Unrestricted Subsidiaries to the extent required to be consolidated with the Parent for financial reporting purposes in accordance with Agreement Accounting Principles) as at the end of such quarterly accounting period and the related consolidated and consolidating statements of operations income and of changes cash flows, in shareholder’s equity (deficit) and statement of cash flows each case 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 case, setting forth comparative figures for the corresponding quarterly accounting period related periods in the prior fiscal year and comparable forecasted the projected figures for such quarterly accounting period based on periods as set forth in the corresponding forecasts respective projections delivered pursuant to Section 9.01(d)8.01(e) and (ii) management's discussion and analysis of the important operational and financial developments during the fiscal quarter and year-to-date periods; provided that for any quarterly accounting period during -------- which the Parent is a Reporting Company under the Exchange Act, the furnishing of (x) the Parent's Form 10-Q Report filed with the SEC for such quarterly accounting period, (y) the consolidating financial statements required above in this Section 8.01(b) and (z) a comparison of actual results to projected figures as required above, shall satisfy the requirements of this Section 8.01(b) for the respective fiscal quarter, all of which shall be certified by the chief financial officer or treasurer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP Parent or the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicatedBorrower, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such itemsadjustments.

Quarterly Financial Statements. Within 45 As soon as available and in any event within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the close of each end of the first three quarterly accounting periods in fiscal quarters of each fiscal year of the Lead Borrower Fiscal Year (and within 60 days for commencing with the fiscal quarter ending September 30ended March 31, 20162013), (i) the consolidated an unaudited Consolidated and consolidating balance sheet of the Lead Borrower and its Subsidiaries as at of the close of such fiscal quarter and unaudited Consolidated and consolidating statements of income, Consolidated stockholders’ equity and Consolidated 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, including the notes to the Consolidated statements, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 preceding Fiscal Year and comparable forecasted figures for such quarterly accounting period based with respect to Consolidated statements, prepared by the Borrower in accordance with GAAP and, if applicable, containing required disclosure of the effect on the corresponding forecasts delivered pursuant financial position or results of operations of any change in the application of accounting principles and practices during the period, and with respect to Section 9.01(d)Consolidated statements, all of which shall be certified by the chief financial officer of the Lead Borrower that they to present fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries on a Consolidated basis as of the their respective dates indicated and the results of their operations of the Borrower and its Subsidiaries for the respective periods indicatedthen ended, subject to normal year-year end audit adjustments and the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods Fiscal Quarters in each fiscal year of Fiscal Year (commencing with the Lead Borrower (and within 60 days for the fiscal quarter Fiscal Quarter ending September 30, 2016), (i) the consolidated balance sheet of the Lead Borrower Company and its Subsidiaries (which, for the purposes of this Section 9.01(b), may include Unrestricted Subsidiaries in each case to the extent that such Persons are required to be consolidated with the Company and its Subsidiaries in the Company’s consolidated financial statements in accordance with GAAP) as at the end of such quarterly accounting period Fiscal Quarter and the related consolidated statements of operations income and of changes in shareholder’s stockholders’ equity (deficit) and statement of cash flows for such quarterly accounting period Fiscal Quarter and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting periodFiscal Quarter, in each case setting forth comparative figures for the corresponding quarterly accounting period Fiscal Quarter in the prior fiscal year Fiscal Year and comparable forecasted budgeted figures for such quarterly accounting period based on Fiscal Quarter as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d9.01(e), all of which shall be certified by an Authorized Officer of 90 the chief financial officer of the Lead Borrower Company that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower Company 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If Fiscal Quarter; provided, that, if the Lead Borrower Company has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such its quarterly report on Form 10-Q contains any for the respective Fiscal Quarter containing management’s discussion and analysis of financial condition and results of operations (which includes the financial condition and results of operations of the foregoing itemsCompany and its Subsidiaries) as required by Item 303 of Regulation S-K, such report shall be deemed to meet the Lenders shall accept such Form 10-Q in lieu requirement that the Company provide management’s discussion and analysis of such itemsthe important operational and financial developments as otherwise required above for the respective Fiscal Quarter.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for commencing with the fiscal quarter ending September 30quarterly accounting period ended on March 31, 20162003), (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity retained earnings (or accumulated deficit, as the case may be) 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 and comparable forecasted budgeted figures for such quarterly accounting period based on as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d8.01(e), all of which shall be certified by the chief financial officer an Authorized Financial Officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP generally accepted accounting principles the financial condition of the Lead 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, and (ii) management’s 's discussion and analysis of the important operational and financial developments during such quarterly accounting period. If period (it being understood and agreed that any such management's discussion and analysis set forth in the Lead Borrower has filed (within the time period required above) a Borrower's Form 10-Q filed with the SEC for any fiscal quarter described above, then to the extent that such respective quarterly report on Form 10accounting period shall satisfy the requirements of this sub-Q contains any clause (ii) so long as a copy of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such itemshas been delivered to the Lenders pursuant to this Section 8.01(b) or Section 8.01(h)).

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Holdings, (i) the consolidated balance sheet of the Lead Borrower Holdings and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity retained earnings (or accumulated deficit, as the case may be) 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 and comparable forecasted budgeted figures for such quarterly accounting period based on as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d8.01(e), all of which shall be certified by the chief financial officer an Authorized Financial Officer of the Lead Borrower Holdings that they fairly present in all material respects in accordance with U.S. GAAP generally accepted accounting principles the financial condition of the Lead Borrower Holdings 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed period (within the time period required above) a it being understood and agreed that any such management’s discussion and analysis set forth in Holdings’ Form 10-Q filed with the SEC for any fiscal quarter described above, then to the extent that such respective quarterly report on Form 10accounting period shall satisfy the requirements of this sub-Q contains any clause (ii) so long as a copy of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such itemshas been delivered to the Lenders pursuant to this Section 8.01(b) or Section 8.01(h)).

Quarterly Financial Statements. Within 45 As soon as practicable and in any event within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the close end of each of the first three quarterly accounting periods in (3) fiscal quarters of each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30Fiscal Year, 2016), (i) the consolidated an unaudited Consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated close of such fiscal quarter and the results unaudited Consolidated statements of their operations for the periods indicated, subject to normal year-end audit adjustments income and the absence of footnotescash flows, and (ii) a report containing management’s discussion and analysis of such financial statements for the important operational fiscal quarter then ended 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 developments position or results of operations of any change in the application of accounting principles and practices during such the period, and certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on 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 normal year end adjustments. Delivery by the Borrower to the Administrative Agent and the Lenders of the Borrower’s quarterly accounting period. If report to the Lead Borrower has filed (within the time period required above) a SEC on Form 10-Q with the SEC for respect to any fiscal quarter described abovequarter, then to or the extent that availability of such quarterly report on Form 10-Q contains any of XXXXX Online, within the foregoing items, period specified above shall be deemed to be compliance by the Lenders shall accept such Form 10-Q in lieu of such itemsBorrower with this Section 7.1(a).

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Borrower, (ia) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d8.01(c), all of which shall be certified by the chief financial officer a Responsible Officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP IFRS the financial condition of the Lead 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, and (iib) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10an interim financial report and related management's discussion and analysis with any Securities Commission pursuant to National Instrument 51-Q with 102 adopted by the SEC Canadian Securities Administrators (“NI 51-102”) for any fiscal quarter described above, then to the extent that such quarterly interim financial report on Form 10-Q and related management's discussion and analysis contains any of the foregoing items, the Lenders shall accept such Form 10-Q filings in lieu of such items.

Quarterly Financial Statements. Within 45 As soon as available and in any event within fifty (50) days after the close end of each of the first three quarterly accounting periods in each fiscal year quarters of the Lead Borrower (and within 60 days for except the last fiscal quarter ending September 30of any given fiscal year, 2016)in which case subsection (a) above shall apply, (i) the a company-prepared consolidated and consolidating balance sheet of the Lead Borrower and its consolidated Subsidiaries as at the end of such quarterly accounting period and the related consolidated company-prepared consolidating and consolidating statements of operations income and of changes in shareholder’s equity (deficit) retained earnings and statement of cash flows for the Borrower and its consolidated Subsidiaries for such quarterly accounting period and for the elapsed portion of the fiscal year ended ending with the last day of such quarterly accounting period, in each case setting forth in comparative form consolidated and consolidating figures for the corresponding quarterly accounting period in or periods of the prior preceding fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, (subject to normal recurring year-end audit adjustments and the absence of footnotes, ) and (ii) management’s including management discussion and analysis of operating results. all such financial statements to be complete and correct in all material respects (subject, in the important operational case of interim statements, to normal recurring year-end audit adjustments and the absence of footnotes) and to be prepared in reasonable detail and, in the case of the annual and quarterly financial developments during such quarterly accounting period. If the Lead Borrower has filed statements provided in accordance with subsections (within the time period required abovea) a Form 10-Q with the SEC for any fiscal quarter described and (b) above, then to in accordance with GAAP applied consistently throughout the extent that such quarterly report on Form 10-Q contains any periods reflected therein and further accompanied by a description of, and an estimation of the foregoing itemseffect on the financial statements on account of, a change, if any, in the Lenders shall accept such Form 10-Q application of accounting principles as provided in lieu of such itemsSection 1.3.

Quarterly Financial Statements. Within 45 sixty (60) days after the close of each of the first three (3) quarterly accounting periods in each fiscal year Fiscal Year of the Lead Borrower (and within 60 or, if earlier, ten (10) days for after the fiscal quarter ending September 30, 2016date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), (ix) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) retained earnings and 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, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)Fiscal Year, all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (iiy) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If ; provided, that at any time the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described aboveUnrestricted Subsidiaries, then to the extent that such quarterly report financial information required by this Section 8.01(a) shall include a reasonably detailed presentation, either on Form 10-Q contains any the face of the foregoing itemsfinancial statements or in the footnotes thereto, of the Lenders shall accept such Form 10-Q in lieu financial condition and results of such itemsoperations of the Borrower and its Restricted Subsidiaries excluding the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower.

Quarterly Financial Statements. Within 45 sixty (60) days after the close of each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Lead Borrower (and within 60 or, if earlier, ten (10) days for after the fiscal quarter ending September 30, 2016date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), (ix) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) retained earnings and 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, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)Fiscal Year, all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead 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, and (iiy) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If ; provided that at any time the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described aboveUnrestricted Subsidiaries, then to the extent that such quarterly report financial information required by this Section 8.01(a) shall include a reasonably detailed presentation, either on Form 10-Q contains any the face of the foregoing itemsfinancial statements or in the footnotes thereto, of the Lenders shall accept such Form 10-Q in lieu financial condition and results of such itemsoperations of the Borrower and its Restricted Subsidiaries excluding the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower.

Quarterly Financial Statements. Within 45 60 days after the close of ------------------------------ each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Holdings, (iA)(i) the consolidated balance sheet of the Lead Borrower Holdings and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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, and (ii) the statements of broadcast cash flow of the Stations on a market by market basis and the statements of operating cash flow for Holdings' outdoor advertising business, in each case 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 (with respect to preceding clauses (i) and (ii)) setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and comparable forecasted budgeted figures for such quarterly accounting period based on as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d8.01(e), all of which shall be certified by the chief financial officer an Authorized Financial Officer of the Lead Borrower Holdings that they fairly present in all material respects in accordance with U.S. GAAP generally accepted accounting principles the financial condition of the Lead Borrower Holdings and its Subsidiaries as of the dates indicated and the results of their operations (including those of the Stations and the outdoor advertising business) for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes, and (iiB) management’s 's discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days Beginning with the fiscal quarter ending November 20, 2021, as soon as available, and in any event within the earlier of (i) the 50th day after the close end of each of the first three quarterly accounting periods in fiscal quarters of each fiscal year of the Lead Borrower and (and within 60 days for the fiscal quarter ending September 30, 2016), (iii) the day that is five (5) Business Days after the date the Borrower’s quarterly report on Form 10-Q is required to be filed with the SEC, as of the end of such fiscal quarter, together with a related condensed consolidated balance sheet sheet, a condensed consolidated statement of income and a condensed consolidated statement of cash flows of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 periodquarter, in each case setting forth in comparative form consolidated figures for the corresponding quarterly accounting period of the preceding fiscal year, except for the condensed consolidated balance sheet that will be presented in comparative form to the prior fiscal year Borrower’s most recent audited consolidated balance sheet, all such financial information described above to be in reasonable form and comparable forecasted figures for detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of a Financial Officer of the Borrower to the effect that such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they statements fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicatedhave been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods Fiscal Quarters in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Fiscal Year, (i) the consolidated balance sheet of the Lead Borrower CVR Energy and its Subsidiaries (which, for the purposes of this Section 9.01(b), may include any Unrestricted Subsidiaries to the extent that such Persons are required to be consolidated with CVR Energy and its Subsidiaries in CVR Energy’s consolidated financial statements in accordance with GAAP) as at the end of such quarterly accounting period Fiscal Quarter and the related consolidated statements of operations income and of changes in shareholder’s stockholders’ equity (deficit) and statement of cash flows and position summary with respect to obligations of the Credit Parties under Commodity Agreements for such quarterly accounting period Fiscal Quarter and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting periodFiscal Quarter, in each case setting forth comparative figures for the corresponding quarterly accounting period Fiscal Quarter in the prior fiscal year Fiscal Year and comparable forecasted budgeted figures for such quarterly accounting period based on Fiscal Quarter as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d9.01(e), all of which shall be certified by the chief financial officer an Authorized Officer of the Lead Borrower Company that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower CVR Energy 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, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower Fiscal Quarter; provided, that, if CVR Energy has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such its quarterly report on Form 10-Q contains any for the respective Fiscal Quarter containing management’s discussion and analysis of financial condition and results of operations (which includes the consolidated financial condition and results of operation of each business unit (as determined in accordance with GAAP) of CVR Energy) as required by Item 303 of Regulation S- K, such report shall be deemed to meet the requirement that the Company provide management’s discussion and analysis of the foregoing items, important operational and financial developments as otherwise required above for the Lenders shall accept such Form 10-Q in lieu of such items.respective Fiscal Quarter. (c)

Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Borrower, (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and period, (ii) the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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, (iii) statements of the Borrower's and its Subsidiaries' consolidated and consolidating revenues, profits and Consolidated EBITDA for each of its operating segments (i.e., food distribution, MDV and retail segments), in each case, 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 (iv) a schedule containing a summary of same store sales growth (expressed as a percentage) 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 in respect of preceding clauses (i), (ii), (iii) and (iv) setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and and, except in respect of preceding clause (iv), comparable forecasted budgeted figures for such quarterly accounting period based on as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d8.01(d), all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP generally accepted accounting principles the financial condition of the Lead 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, and (iiv) management’s 's discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.

Quarterly Financial Statements. Within 45 days after the close of each of ------------------------------ the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Holdings, (i) the consolidated balance sheet of the Lead Borrower Holdings and its Subsidiaries Subsidiaries, as well as a stand-alone balance sheet for the Borrower, in each case as at the end of such quarterly accounting period and period, (ii) the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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, (iii) a schedule containing a summary of store sales and store sales growth (expressed as a percentage) for all supermarkets operating for a period of at least thirteen Fiscal Months, in each case for all such supermarkets taken as a whole, 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 in respect of preceding clauses (i), (ii) and (iii) setting forth comparative figures for the corresponding quarterly accounting period related periods in the prior fiscal year and comparable forecasted budgeted figures for such quarterly accounting period based on period, as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d), 8.01(e) all of which shall be certified by the chief financial officer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicatedHoldings, subject to normal year-end audit adjustments and the absence of footnotes, and (iiiv) management’s 's discussion and analysis of the important material operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed period (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described aboveit being understood that, then to the extent that such quarterly management's discussion and analysis is included in any report on Form 10-Q contains any that is filed with the SEC in respect of the foregoing items, such quarterly accounting period and such report is delivered to the Lenders pursuant to this Agreement, no separate management discussion and analysis shall accept such Form 10-Q be required to be delivered in lieu respect of such itemsquarterly accounting period).

Quarterly Financial Statements. Within 45 As soon as available and in any event within 50 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30year, 2016), (i) the consolidated balance sheet of the Lead Borrower Holdings and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 period and setting forth comparative figures for the corresponding quarterly accounting period related periods in the prior fiscal year and comparable forecasted the budgeted figures for such quarterly period as set forth in the respective budget delivered pursuant to Section 8.01(e) and (iii) management's discussion and analysis of the important operational and financial developments during such quarterly period; PROVIDED that for any quarterly accounting period during which Holdings is a Reporting Company under the Exchange Act, the furnishing of (x) Holdings' Form 10-Q Report filed with the SEC for such quarterly accounting period based on and (y) a comparison of actual results to budgeted figures as required above, shall satisfy the corresponding forecasts delivered pursuant to requirements of this Section 9.01(d)8.01(b) for the respective fiscal quarter, all of which shall be certified by the chief financial officer an Authorized Representative of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicatedHoldings, subject to normal year-end audit adjustments and the absence of footnotes, and . (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept such Form 10-Q in lieu of such items.c)

Quarterly Financial Statements. Within 45 As soon as practicable and in any event within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the close end of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30of each Fiscal Year, 2016), (i) the consolidated an unaudited Consolidated balance sheet of the Lead Borrower and its Subsidiaries as at of the 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, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 preceding Fiscal Year and comparable forecasted figures for such quarterly accounting period based prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the corresponding forecasts delivered pursuant to Section 9.01(d)financial position or results of operations of any change in the application of accounting principles and practices during the period, all of which shall be and certified by the chief financial officer of the Lead Borrower that they to present fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries on a Consolidated basis as of the their respective dates indicated and the results of their operations of the Borrower and its Subsidiaries for the respective periods indicatedthen ended, subject to normal year-year end audit adjustments adjustments. Delivery by the Borrower to the Administrative Agent and the absence of footnotes, and (ii) management’s discussion and analysis Lenders of the important operational and financial developments during such Borrower’s quarterly accounting period. If report to the Lead Borrower has filed (within the time period required above) a SEC on Form 10-Q with the SEC for respect to any fiscal quarter described above, then within the period specified above shall be deemed to be compliance by the extent Borrower with this Section 7.1(a) (it being agreed that such quarterly report shall be deemed delivered on Form 10-Q contains any the date that (i) such report is posted on the website of the foregoing items, SEC at wxx.xxx.xxx or on the Lenders shall accept such Form 10-Q in lieu website of the Borrower at wxx.Xxxxxxx.xxx and (ii) the Borrower has provided the Administrative Agent with written notice of such itemsposting).

Quarterly Financial Statements. (A) Within 45 90 days after the close of each of the first three (3) quarterly accounting periods in each fiscal year of Trizec (or, if sooner, within five (5) Business Days after same are filed with the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016SEC), (i) the consolidated balance sheet of the Lead Borrower and its Subsidiaries Trizec as at the end of such quarterly accounting period and the related consolidated statements of operations income and of changes in shareholder’s equity (deficit) 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 as of the end of and for the corresponding quarterly accounting period related periods in the prior fiscal year and comparable forecasted figures for such quarterly accounting period based on the corresponding forecasts delivered pursuant to Section 9.01(d)year, all of which shall be certified by the chief financial officer a Senior Financial Officer of the Lead Borrower Trizec that they fairly present in all material respects in accordance with U.S. GAAP the consolidated financial condition of the Lead Borrower and its Subsidiaries Trizec as of the dates indicated and the results of their its operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If period (it being understood and agreed that the Lead Borrower has filed (within delivery by Trizec to the time period required above) a Administrative Agent and each of the Lenders of Trizec’s Form 10-Q with the SEC for any fiscal quarter described abovereport (including all exhibits and attachments thereto, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing items, the Lenders shall accept other than those exhibits and attachments which have been incorporated in such Form 10-Q in lieu report by reference and have been previously filed with the SEC) as filed with the SEC for the respective quarterly accounting period within the time period otherwise required by this Section 6.01(a) and certified by a Senior Financial Officer of such itemsTrizec shall satisfy Trizec’s obligations under this Section 6.01(a)).

Quarterly Financial Statements. Within 45 days after the close ------------------------------ of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30, 2016)Borrower, (i) the consolidated and consolidating balance sheet sheets of the Lead Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated and consolidating statements of operations income and of changes in shareholder’s stockholders' equity (deficit) 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 and comparable forecasted budgeted figures for such quarterly accounting period based on as set forth in the corresponding forecasts respective budget delivered pursuant to Section 9.01(d8.01(d), all of which shall be certified by the chief financial officer or treasurer of the Lead Borrower that they fairly present in all material respects in accordance with U.S. GAAP generally accepted accounting principles the financial condition of the Lead 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, and (ii) management’s 's discussion and analysis of the important operational and financial developments during such quarterly accounting period. If ; provided that, notwithstanding the Lead Borrower has filed (within the time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then to the extent that such quarterly report on Form 10-Q contains any of the foregoing itemsforegoing, the Lenders -------- consolidating financial statements required to be delivered pursuant to this Section 8.01(a) shall accept be in such Form 10-Q in lieu of such itemsform and scope as may be mutually agreed upon from time to time by the Administrative Agent and the Borrower.

Quarterly Financial Statements. Within 45 As soon as practicable and in any event within forty-five (45) days after the close end of each of the first three quarterly accounting periods in each fiscal year of the Lead Borrower (and within 60 days for the fiscal quarter ending September 30of each Fiscal Year (or, 2016if either such date is earlier, on the date of any required public filing thereof, or five (5) days following any date on which the Borrower may be required to file such statements), (i) the consolidated an unaudited Consolidated balance sheet of the Lead Borrower and its Subsidiaries as at of the close of such fiscal quarter and unaudited Consolidated statements of income and cash flows for the fiscal quarter then ended 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 such quarterly accounting period and the related consolidated statements of operations and of changes in shareholder’s equity (deficit) 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 preceding Fiscal Year and comparable forecasted figures for such quarterly accounting period based prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the corresponding forecasts delivered pursuant to Section 9.01(d)financial position or results of operations of any change in the application of accounting principles and practices during the period, all of which shall be and certified by the chief financial officer of the Lead Borrower that they to present fairly present in all material respects in accordance with U.S. GAAP the financial condition of the Lead Borrower and its Subsidiaries on a Consolidated basis as of the their respective dates indicated and the results of their operations of the Borrower and its Subsidiaries for the respective periods indicatedthen ended, subject to normal year-year end audit adjustments adjustments. (Delivery by the Borrower to the Administrative Agent and the absence of footnotes, and (ii) management’s discussion and analysis Lenders of the important operational and financial developments during such Borrower's quarterly accounting period. If report to the Lead Borrower has filed (within the time period required above) a SEC on Form 10-Q with the SEC for respect to any fiscal quarter described abovequarter, then to or the extent that availability of such quarterly report on Form 10-Q contains any of XXXXX Online, within the foregoing items, period specified above shall be deemed to be compliance by the Lenders shall accept such Form 10-Q in lieu of such itemsBorrower with this Section 8.1(a)).