Common use of Quarterly Financials Clause in Contracts

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year (or, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year (or, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission)Year, Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end year‑end audit adjustments) by the Chief Financial Executive Officer, Chief Accounting Financial Officer or Chief Compliance Treasurer (or other Responsible Officer performing similar functions) of the Parent as having been prepared in accordance with GAAPGAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of said such officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year (or, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission)Year, Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04.

Quarterly Financials. As soon as available and in any event within 45 no later than one (1) Business Day after the Borrower files its quarterly report on Form 10-Q with the United States Securities and Exchange Commission, but in no event later than 50 days after the end of each of the first three quarters of each Fiscal Year (orYear, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of Compliance Certificate showing the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year (orYear, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such fiscal quarter and Consolidated consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a compliance certificate of said officer (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (iiB) that includes or to which is attached a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within the earlier to occur of 10 days after the filing of Parent Guarantor’s Form 10-Q and 45 days after the end of each of the first three quarters of each Fiscal Year (orYear, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such quarter and Consolidated consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, and a calculation of Funds from Operations for such Fiscal Quarter and the preceding 3 fiscal quarters, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer (or Chief Compliance Officer person performing similar functions) of the Parent Guarantor as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section Sections 5.02(b), (f)(v) and (g) and 5.04.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year (or, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04.

Quarterly Financials. As soon as available and in any event within 45 50 days after the end of each of the first three quarters of each Fiscal Year (orYear, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), a Consolidated balance sheets sheet of the Parent Borrower and its Consolidated Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end audit adjustments and the absence of footnotes and normal year-end audit adjustmentsfootnotes) by the Chief Financial Officer, Chief Accounting Officer chief financial officer or Chief Compliance Officer other senior financial or senior accounting officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (iA) a certificate of said officer stating that that, to such officer’s knowledge after due inquiry, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (iiB) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants covenant contained in Section 5.04.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year (orYear, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the year to date ended as of such fiscal quarter and a Consolidated statement of income for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officertreasurer, Chief Accounting Officer assistant treasurer or Chief Compliance Officer other financial officer of the Parent Borrower (reasonably acceptable to the Administrative Agent) as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants covenant contained in Section 5.045.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year (orfiscal year of the Company, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), an unaudited Consolidated balance sheets sheet of the Parent Company and its Subsidiaries as of the end of such quarter and unaudited Consolidated statements of income operations, changes in partners’ capital and a Consolidated statement of cash flows of the Parent Company and its Subsidiaries for the period commencing at the end of the previous preceding fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Yearfiscal year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustmentsadjustments and the absence of footnotes) by the Chief Financial Officerchief financial officer, Chief Accounting Officer chief accounting officer or Chief Compliance Officer vice president finance of the Parent Ultimate General Partner as having been prepared in accordance with GAAPGAAP consistently applied, together with (i) a certificate of said officer stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and Company proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of reasonable detail showing the computations used by such officer in determining, as of the Parent in determining end of such fiscal quarter, compliance with the covenants contained in Section 5.04.paragraphs 6A(2) and 6A(3);

Quarterly Financials. As (i)Commencing with the fiscal quarter ending March 31, 2023, as soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year (oror within 120 days, if earlier, within five Business Days after such date as in the Parent is required to file its quarterly report on Form 10-Q for such case of the fiscal quarter with the Securities and Exchange Commissionending March 31, 2023), a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statements ​ ​ 132 Alliance Coal, LLC ​ Credit Agreement ​ ​ statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer chief financial officer (or Chief Compliance Officer person performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year (or, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and 80 ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end year‑end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.046.04.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year (orYear, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), a Consolidated balance sheets sheet of the Parent Company and its Subsidiaries as of the end of such quarter and Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Company and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Company and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustmentsadjustments and the absence of footnotes) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent Company as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Company and/or TCML has taken and proposes to take with respect thereto thereto; and (ii) a schedule as soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, an internal report of the operations of the Company and its Subsidiaries for such fiscal quarter, setting forth for each of the segments and properties of the Company and its Subsidiaries, operational figures in each case in comparative form reasonably satisfactory to the Administrative Agent budgets for such fiscal quarter and to the corresponding figures for the corresponding date or period of the computations used preceding Fiscal Year, all in reasonable detail as requested by the Parent in determining compliance with the covenants contained in Section 5.04Administrative Agent.

Quarterly Financials. As soon as available and in any event within 45 50 days after the end of each of the first three quarters of each Fiscal Year (orYear, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), a Consolidated balance sheets sheet of the Parent Borrower and its Consolidated Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustmentsadjustments and the absence of footnotes) by the Chief Financial Officer, Chief Accounting Officer chief Kansas City Southern Credit Agreement financial officer or Chief Compliance Officer other senior financial or senior accounting officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (iA) a certificate of said officer stating that that, to such officer’s knowledge after due inquiry, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (iiB) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04.

Quarterly Financials. As soon as available and in any event -------------------- within 45 days after the end of each of the first three quarters of each Fiscal Year (or, if earlier, within five Business Days after such date as fiscal year of the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission)Borrower, Consolidated and consolidating balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Yearfiscal year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that the representations and warranties in Section 5.01 are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04Sections 6.02(a), (b), (c), (e), (f), (g) and 6.04.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year (or, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.045.04 (which schedule shall include a statement as to the ratio of the aggregate Collateral Value to the Letter of Credit Outstandings as of the end of each calendar month during the period covered by such financial statements).

Quarterly Financials. As Solely in the case of NGP (except as -------------------- provided in clause (i) below), as soon as available and in any event within 45 50 days after the end of each of the first three quarters of each Fiscal Year (or, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission)year of NGP, Consolidated and consolidating balance sheets of the Parent NGP and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement statements of cash flows of the Parent NGP and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Yearfiscal year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer principal accounting officer of the Parent NGP as having been prepared in accordance with GAAP, together with (i) a certificate of said officer and a certificate of the principal accounting officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement from such Persons as to the nature thereof and the action that NGP and the Parent has Borrower have taken and proposes propose to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by NGP and the Parent Borrower in determining compliance with the covenants contained in Section 5.04Sections 6.02(a), (b), (d), (e), (f) and 6.04.

Quarterly Financials. As soon as available and in any event within 45 the earlier to occur of ten (10) days after the filing of Parent Guarantor’s Form 10-Q and forty-five (45) days after the end of each of the first three quarters of each Fiscal Year (orYear, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such quarter and Consolidated consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, and a calculation of Funds from Operations for such Fiscal Quarter and the preceding three (3) fiscal quarters, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer (or Chief Compliance Officer person performing similar functions) of the Parent Guarantor as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section Sections 5.02(b), (f)(v) and (g) and 5.04.

Quarterly Financials. As soon as available and in any event by the later to occur of (x) the delivery of the same under the First Lien Credit Agreement in accordance with the terms thereof, as amended, and (y) within 45 60 days (as such date may be extended by the Administrative Agent in its sole discretion) after the end of each of the first three fiscal quarters of each Fiscal Year (orYear, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), a Consolidated balance sheets sheet of the Parent and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence exclusion of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance a Responsible Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer a Responsible Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04.

Quarterly Financials. As soon as available and in any event within (x) 45 days after the end of each of the first three fiscal quarters of each Fiscal Year and (or, if earlier, within five Business Days y) after such date as the Parent is required to file its quarterly report on Form 10-Q for such last fiscal quarter with of each Fiscal Year, upon the Securities and Exchange Commission)date that the annual audited report is due pursuant to clause (b) above, a Consolidated balance sheets sheet of the Parent and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence exclusion of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance a Responsible Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer a Responsible Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year (or, if earlier, within five Business Days after such date as fiscal year of the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission)Borrower, Consolidated and consolidating balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter year and ending with the end as of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding Consolidated figures for the corresponding date or period of the preceding Fiscal Yearfiscal year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustmentsadjustments and footnote disclosures) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer Borrower and signed on behalf of the Parent Borrower by its chief financial officer or chief accounting officer as having been prepared in accordance with GAAP, together with (i) a certificate of the Borrower signed on behalf of the Borrower by said officer stating that (A) no Default has occurred and is continuing orand (B) as of the close of such fiscal quarter, if a Default has occurred and the Borrower is continuing, a statement as to in compliance with the nature thereof and the action that the Parent has taken and proposes to take with respect thereto covenants in Section 6.4 and (ii) a schedule in form reasonably and detail satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.046.4.