Common use of Quarterly Financials Clause in Contracts

Quarterly Financials. As soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 statement of income and a Consolidated statement of cash flows of the 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 normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) 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 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 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 To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as available of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in any event each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within 60 forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet management discussion and analysis that includes a comparison of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries performance for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous that Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form Quarter to 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) by the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) 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 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 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of Fiscal Quarter, the first three quarters of each Fiscal Year, a Consolidated balance sheet of the following consolidated financial statements for Borrower and its Subsidiaries Subsidiaries, certified by the chief financial officer of Borrower: (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). Such financial statements shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) signed by a Responsible Officer of Borrower (i) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis, (ii) showing the calculations of the Consolidated Fixed Charge Coverage Ratio and Consolidated Senior Leverage Ratio for the Credit Parties for the four-fiscal quarter period ending on the last day of the period covered by such financial statements, (iii) certifying whether a Dividend Suspension Period or Interest Deferral Period shall have occurred and be continuing, (iv) certifying as to the number of access lines operated by the Credit Parties as of the end of the prior Fiscal Quarter and (v) showing the calculations of Distributable Cash and Excess Cash, in each case, for the prior Fiscal Quarter and (B) the certification of the chief financial officer of Borrower that (or person performing similar functionsi) of the Borrower (or its managing general partner) as having been prepared such financial statements present fairly in all material respects in accordance with GAAPGAAP (subject to normal year-end adjustments and the absence of footnotes) the financial position and results of operations and cash flows of Borrower and its Subsidiaries, together with on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that includes a comparison to budget for that portion of the Borrower has taken Fiscal Year ending as of the close of such Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as available of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in any event each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.12, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower (which certification may be included in the applicable Compliance Certificate) that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within 60 forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet management discussion and analysis that includes a comparison of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries performance for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous that Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form Quarter to 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) by the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) 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 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 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower consolidated and consolidating, if applicable, financial information regarding H&E Holdings and its Subsidiaries Subsidiaries, certified by an Authorized Officer of Borrower Representative, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, in each case setting forth in each case in comparative form form, the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by the chief financial officer (or person performing similar functions) a Compliance Certificate in respect of each of the Financial Covenants that are tested on a quarterly basis as at the end of such Fiscal Quarter and (B) the certification of an Authorized Officer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of H&E Holdings and its Subsidiaries, on both a consolidated and consolidating basis, if applicable, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, H&E Holdings and Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for mat Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Administrative Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated consolidated and consolidating financial information regarding the Borrower and their Subsidiaries, certified by the Chief Financial Officer of the Borrower Agent, consisting of (i) unaudited consolidated balance sheet as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, (ii) unaudited consolidating balance sheet of the Borrower Frontier Airlines, Inc. and its Subsidiaries Lynx Aviation, Inc., as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter, and a Consolidated statement (iii) unaudited consolidated statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all (except for Projections) prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate”) showing the chief financial officer calculations used in determining compliance with each of the Financial Covenants that is tested on the last day of the applicable Fiscal Quarter and (or person performing similar functionsB) the certification of the Chief Financial Officer of the Borrower Agent that (or its managing general partneri) as having been prepared such financial information (except for Projections) presents fairly in all material respects in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of such Borrower and its Subsidiaries, on a consolidated or a consolidating basis (ias applicable) a certificate as at the end of said officer stating such Fiscal Quarter and for that portion of the Fiscal Year then ended, (ii) any other information (except for Projections) presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis for Borrower and its Subsidiaries on a consolidated basis that the Borrower has taken and proposes to take with respect thereto and (ii) includes a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available and in any event within 60 50 days after the end of each of the first three quarters of each Fiscal YearYear (i) so long as BMCA is a reporting company under the Securities Act of 1934, as amended (a “Reporting Company”), a copy of BMCA’s Form 10-Q filed with the Securities and Exchange Commission for each such fiscal quarter and (ii) if BMCA is not a Reporting Company at such time, then BMCA shall provide to the Administrative Agent the unaudited Consolidated balance sheet of the Borrower BMCA and its Subsidiaries as of at the end of such quarter and a the related unaudited Consolidated statement statements of income and a Consolidated statement of cash flows for such quarter and the portion of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the Fiscal Year through end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 as of the end of and for the corresponding date or period of in the preceding previous Fiscal Year, all in reasonable detail and each case duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) a Responsible Financial Officer of the Borrower (or its managing general partner) BMCA as having been prepared in accordance with GAAP, together with (i1) a certificate of said officer stating that no Event of Default has occurred and is continuing or, if a an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower BMCA has taken and proposes to take with respect thereto thereto, and (ii2) a schedule to such certificate in a form reasonably satisfactory to the Administrative Agent setting forth (y) the Interest Coverage Ratio for the four fiscal quarters of BMCA ending on the last day of such fiscal quarter, and (z) the computations used by the Borrower BMCA in determining compliance with the covenants covenant contained in Section 5.04; , when applicable, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower BMCA shall also provide, if necessary for the determination of compliance with Section 5.04any of (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. (i) As soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal YearYear in respect of the Borrower, a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the 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 statement and consolidating statements of income and a Consolidated statement of cash flows of the 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 normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) a Responsible Officer of the Borrower (or its managing general partner) as having been prepared in accordance with GAAP (subject to year-end adjustments) and (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of an Included Entity, a Consolidated balance sheet of such Included Entity and its Subsidiaries as of the end of such quarter and a Consolidated 72 77 statement of income and a Consolidated statement of cash flows of such Included Entity 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 statement of income and a Consolidated statement of cash flows of such 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 period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by an officer of such Included Entity in accordance with GAAP, together together, in the case of clause (i), with (ix) 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 Borrower has taken and proposes to take with respect thereto and (iiy) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the 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 Within 60 days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, commencing with the Fiscal Quarter ending September 30, 2012 (unless such Fiscal Quarter is the fourth Fiscal Quarter of a Consolidated Fiscal Year, in which case commencing with the next Fiscal Quarter), the consolidated and consolidating balance sheet sheets of (i) prior to the consummation of a Qualified MLP IPO, the Borrower and its Subsidiaries (or, in the case of the financial statements for the Fiscal Quarter ending September 30, 2012, Enviva Holdings LP and its domestic Subsidiaries) and (ii) on and after the consummation of a Qualified MLP IPO, the MLP and its subsidiaries and, if the MLP, directly or indirectly, owns Capital Stock in any Sisterco, the Borrower and its Subsidiaries, in each case, as of at the end of such quarter Fiscal Quarter (including, with respect to the consolidating balance sheets, any adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from the consolidated financial statements) and a Consolidated statement the related consolidated statements (and with respect to statements of income income, consolidating) of income, stockholders’ equity and a Consolidated statement of cash flows of the Borrower and its Subsidiaries, Enviva Holdings LP and its domestic Subsidiaries and/or the MLP and its subsidiaries, as applicable, for such Fiscal Quarter and for the period commencing at from the end beginning of the previous fiscal quarter and ending with then current Fiscal Year to the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period periods of the preceding previous Fiscal Year and the corresponding figures from the Budget for the current Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) as having been prepared in accordance with GAAPdetail, together with (i) a certificate of said officer stating that no Default has occurred Financial Officer Certification and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take Narrative Report with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the 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 GAAPthereto.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of Fiscal Quarter, the first three quarters of each Fiscal Year, a Consolidated balance sheet of the following consolidated financial statements for Borrower and its Subsidiaries Subsidiaries, certified by the chief financial officer of Borrower: (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). Such financial statements shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate") signed by a Responsible Officer of Borrower (i) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis, (ii) showing the calculations of the Consolidated Fixed Charge Coverage Ratio and Consolidated Senior Leverage Ratio for the Credit Parties for the four-fiscal quarter period ending on the last day of the period covered by such financial statements, (iii) certifying whether a Dividend Suspension Period or Interest Deferral Period shall have occurred and be continuing, (iv) certifying as to the number of access lines operated by the Credit Parties as of the end of the prior Fiscal Quarter and (v) showing the calculations of Distributable Cash and Excess Cash, in each case, for the prior Fiscal Quarter and (B) the certification of the chief financial officer of Borrower that (or person performing similar functionsi) of the Borrower (or its managing general partner) as having been prepared such financial statements present fairly in all material respects in accordance with GAAPGAAP (subject to normal year-end adjustments and the absence of footnotes) the financial position and results of operations and cash flows of Borrower and its Subsidiaries, together with on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that includes a comparison to budget for that portion of the Borrower has taken Fiscal Year ending as of the close of such Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower consolidated financial information regarding Visteon and its Subsidiaries consolidated Subsidiaries, certified by a Financial Officer of Borrower Representative, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Business Plan for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by a statement in reasonable detail (each, a “Compliance Certificate”) by including the chief certification of a Financial Officer of Borrower Representative that (i) such financial officer (or person performing similar functions) of the Borrower (or its managing general partner) as having been prepared information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception (it being understood that any financial covenants or tests under this Agreement shall be calculated without giving effect to any such non-compliance with GAAP), together with and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Visteon and its Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate any other information presented is true, correct and complete in all material respects and that there was no Default or Event of said officer stating that no Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower consolidated financial information regarding Holdings and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Holdings, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate”) showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Borrower Financial Covenants that is tested on a quarterly basis and (or its managing general partnerB) as having been prepared the certification of the Chief Financial Officer of Holdings that (i) such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Holdings and its Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used Default. In addition, such financial information shall be accompanied by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that in the event information and reports required by clause (a) 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.Annex F.

Quarterly Financials. As soon as available and in any event within 60 45 days after the end of each of the first three quarters of each Fiscal Year, a (i) Consolidated and consolidating balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and Consolidated statements of cash flows of the Parent and its Subsidiaries for such Fiscal Quarter and for the year-to-date period then ended, 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, in the case of such consolidated financial statements (subject to normal year-end audit adjustments), by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP (except for the omission of footnotes) and (ii) Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement statements of income and a Consolidated statement of cash flows of the 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 statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year Quarter and ending with the end of such quarterFiscal 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) by the chief financial officer (or person performing similar functions) Chief Financial Officer of the Borrower (or its managing general partner) as having been prepared in accordance with GAAP, together with (i) a certificate of said officer the Chief Financial Officer of the Borrower 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 Borrower has taken and proposes to take with respect thereto and (ii) if Section 5.04 is in effect as of the date of such financial statements, a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining determining, as of the end of such quarter, compliance with the covenants covenant 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 To Administrative Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each (3) Fiscal YearQuarters, a Consolidated balance sheet of the consolidated financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by a Financial Officer, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the quarterly figures, if any, contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a Compliance Certificate showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of a Financial Officer of Borrower that (or its managing general partner1) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and its Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (i2) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the action end of each of the first three (3) Fiscal Quarters of each Fiscal Year, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate” showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Holdings, Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail in the chief financial officer form of Exhibit E-1 (or person performing similar functionseach, a "Compliance Certificate") in respect of the Fixed Charge Coverage Ratio Financial Covenant that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Holdings, Borrower and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 GAAPDefault.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower consolidated and consolidating, if applicable, financial information regarding H&E Delaware and its Subsidiaries Subsidiaries, certified by an Authorized Officer of Borrower Representative, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, in each case setting forth in each case in comparative form form, the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by the chief financial officer (or person performing similar functions) a Compliance Certificate in respect of each of the Financial Covenants that are tested on a quarterly basis as at the end of such Fiscal Quarter and (B) the certification of an Authorized Officer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of H&E Delaware and its Subsidiaries, on both a consolidated and consolidating basis, if applicable, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each Fiscal Quarter, consolidated and consolidating (except with respect to cash flow statements) financial information regarding Borrowers and their Subsidiaries, certified by the Chief Financial Officer of the first three quarters of each Fiscal YearBorrower Representative, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate”) showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments and the absence of notes thereto) the financial position, together results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated and consolidating (except with respect to cash flow statements) basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Co-Agents and in any event Lenders, within 60 45 days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated financial information regarding Borrower and its Subsidiaries and Holdings and its Subsidiaries, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement of income and a Consolidated statement the related statements of cash flows (solely with respect to Holdings and its Subsidiaries) and income for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement of income and a Consolidated statement (ii) unaudited statements of cash flows of the Borrower (solely with respect to Holdings and its Subsidiaries Subsidiaries) and income for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments) adjustments and consolidation adjustments made by the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) as having been prepared in accordance with GAAP, together with past practices). Such financial information shall be accompanied by (iA) a certificate statement in reasonable detail (each, a "Compliance Certificate") showing the calculations used in determining compliance with each of said officer stating the financial covenants set forth in Annex G that is tested on a quarterly basis (regardless of whether such covenants are being tested in accordance with the terms of Section 6.10), and (B) a statement prepared in reasonable detail from the Chief Financial Officer or Treasurer of Borrower that (1) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments and consolidation adjustments made by Borrower in accordance with past practices) the financial position and results of operations of Borrower and its Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year ending as of the end of such Fiscal Quarter, and (2) any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within 45 days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available and in any event within 60 50 days after the end of each of the first three quarters of each Fiscal YearYear (i) so long as BMCA is a reporting company under the Securities Act of 1934, as amended (a “Reporting Company”), a copy of BMCA’s Form 10-Q filed with the Securities and Exchange Commission for each such fiscal quarter and (ii) if BMCA is not a Reporting Company at such time, then BMCA shall provide to the Administrative Agent the unaudited Consolidated balance sheet of the Borrower BMCA and its Subsidiaries as of at the end of such quarter and a the related unaudited Consolidated statement statements of income and a Consolidated statement of cash flows for such quarter and the portion of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the Fiscal Year through end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 as of the end of and for the corresponding date or period of in the preceding previous Fiscal Year, all in reasonable detail and each case duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) a Responsible Financial Officer of the Borrower (or its managing general partner) BMCA as having been prepared in accordance with GAAP, together with (i1) a certificate of said officer stating that no Event of Default has occurred and is continuing or, if a an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower BMCA has taken and proposes to take with respect thereto thereto, and (ii2) a schedule to such certificate in a form reasonably satisfactory to the Administrative Agent setting forth (x) the Leverage Ratio as of the last day of such fiscal quarter, (y) the Interest Coverage Ratio for the four fiscal quarters of BMCA ending on the last day of such fiscal quarter, and (z) the computations used by the Borrower BMCA in determining compliance with the covenants contained in Section 5.04; , provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower BMCA shall also provide, if necessary for the determination of compliance with Section 5.04any of (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 60 50 days after the end of each of the first three quarters of each Fiscal YearYear (i) so long as BMCA is a reporting company under the Securities Act of 1934, as amended (a “Reporting Company”), a copy of BMCA’s Form 10Q filed with the Securities and Exchange Commission for each such fiscal quarter and (ii) if BMCA is not a Reporting Company at such time, then BMCA shall provide to the Administrative Agent the unaudited Consolidated balance sheet of the Borrower BMCA and its Subsidiaries as of at the end of such quarter and a the related unaudited Consolidated statement statements of income and a Consolidated statement of cash flows for such quarter and the portion of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the Fiscal Year through end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 as of the end of and for the corresponding date or period of in the preceding previous Fiscal Year, all in reasonable detail and each case duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) a Responsible Financial Officer of the Borrower (or its managing general partner) BMCA as having been prepared in accordance with GAAP, together with (i1) a certificate of said officer stating that no Event of Default has occurred and is continuing or, if a an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower BMCA has taken and proposes to take with respect thereto thereto, and (ii2) a schedule to such certificate in a form reasonably satisfactory to the Administrative Agent setting forth (x) the Leverage Ratio as of the last day of such fiscal quarter, (y) the Interest Coverage Ratio for the four fiscal quarters of BMCA ending on the last day of such fiscal quarter, and (z) the computations used by the Borrower BMCA in determining compliance with the covenants contained in Section 5.04; , provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower BMCA shall also provide, if necessary for the determination of compliance with Section 5.04any of (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 60 45 days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated (i) the consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 period and a Consolidated statement the related consolidated statements of income income, stockholders’ equity and a Consolidated statement of cash flows of the Borrower Parent and its Subsidiaries for such fiscal period and for the period commencing at from the end beginning of the previous then current Fiscal Year and ending with to the end of such quarterfiscal period, setting forth in each case in comparative form the corresponding figures for the corresponding date or period periods of the preceding previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared for such fiscal period, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) as having been Parent that they were prepared in accordance with GAAPGAAP and fairly present, together with (i) a certificate in all material respects, the financial condition of said officer stating that no Default has occurred the Parent and is continuing or, if a Default has occurred and is continuing, a statement its Subsidiaries as to at the nature thereof dates indicated and the action that results of their operations and their cash flows for the Borrower has taken periods indicated, subject to changes resulting from audit and proposes to take with respect thereto normal year-end adjustments, and (ii) a schedule narrative report describing the operations of the Parent and its Subsidiaries in a the form reasonably satisfactory prepared for presentation to senior management for such fiscal period and for the period from the beginning of the then current Fiscal Year to the Administrative Agent of the computations used by the 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 end of such financial statementsfiscal period; provided, the Borrower shall also providethat, if necessary for the determination of compliance with Section 5.04Fiscal Quarter ending September 30, a statement of reconciliation conforming 2010, (A) the Parent may deliver separate consolidated financial statements and narrative reports for (1) the Parent and its Subsidiaries and (2) the Company and its Subsidiaries and (B) such financial statements to GAAP.and narrative report for the Company and its Subsidiaries shall be delivered as soon as available and within 75 days after the end of such Fiscal Quarter;

Quarterly Financials. As soon as available To Agent and in any event each Lender, if requested by Agent, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and, if applicable and if requested by Agent, consolidating financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the operating plan (as defined in Annex E, subsection (c)) for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate”) showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and the Loan to Contributed Capital Ratio and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and its Subsidiaries, on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five -------------------- (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate") ---------------------- showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each Fiscal Quarter, consolidated and consolidating financial information regarding the Credit Parties, certified by the Treasurer and Vice President, Finance, of the first three quarters of each Fiscal YearInnovations, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by the chief financial officer (or person performing similar functions) a Compliance Certificate in respect of each of the Borrower Financial Covenants that is tested on a quarterly basis and (or its managing general partnerB) as having been prepared the certification of the Treasurer and Vice President, Finance, of Innovations that (i) such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of the Credit Parties, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Innovations shall deliver to Agent and Lenders, within 45 days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter; and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments, and without footnotes or disclosures required by GAAP). Such financial information shall be accompanied by (A) by a Compliance Certificate showing the chief financial officer calculations used in determining compliance with each Financial Covenant, and (or person performing similar functionsB) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position and results of operations of Borrower and its Subsidiaries, together with on a consolidated and consolidating basis, in each case as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended and (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available and in any event within 60 not later than 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, a Consolidated balance sheet fiscal year of the Borrower and its consolidated Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of (or, if the Borrower is a reporting company under the Securities Exchange Act of 1934, not later than the date that is 10 days after the date required by the Securities and its Subsidiaries Exchange Commission for the delivery of quarterly financial statements (without giving effect to any extensions granted therefor)), (i) the unaudited balance sheet and the statements of income, cash flows, and retained earnings of each such Person for the period commencing at the end of the previous fiscal quarter year and ending with the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 with respect to such consolidated statements (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) a Responsible Officer of the Borrower (or its managing general partner) as having been prepared in accordance with GAAP, together with ; (iii) a certificate Compliance Certificate executed by the Responsible Officer of said the Borrower; and (iii) an aging schedule of all receivables and payables of Borrower and its Subsidiaries on a consolidated and consolidating basis in summary form, certified by an authorized officer stating that no Default has occurred and is continuing orof Borrower, if a Default has occurred and is continuingwhich reflects aging, a statement as to on an aggregate basis, of receivables which are current or 30, 60, or 90 days past due from the nature thereof and the action that the Borrower has taken and proposes to take date of invoice with respect thereto and (ii) aging, on an aggregate basis, of payables which are current or 30, 60, or 90 days past due. Additionally, as soon as available and in any event not later than 45 days after the end of the second and fourth fiscal quarters of each fiscal year of the Borrower and its Subsidiaries, a schedule capital budget in a form reasonably satisfactory to the Administrative Agent of for the computations used by the Borrower in determining compliance four-quarter period beginning with the covenants contained fiscal quarter in Section 5.04which such budget is required to be delivered; 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 deliver such a budget within 45 days after the first fiscal quarter of 2004 for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAPBorrower and its Subsidiaries.

Quarterly Financials. As soon as available and in any event within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal Yearfiscal year of Borrower (unless otherwise extended by the Borrower upon timely filing a Form 12b-25 or similar form pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, a Consolidated balance sheet as amended (the “Exchange Act”), with the SEC, in which case the date on which such quarterly consolidated financial statements shall not be due until the expiration of such extension), the consolidated financial statements of Borrower and its Subsidiaries Subsidiaries, in each case as of at the end of such quarter quarterly period, that includes a statement of operations (the “Statement of Operations”), a statement of comprehensive loss (gain) (the “Statement of Loss (Gain)”), a statement of equity (the “Statement of Equity”), a cash flow statement (the “Cash Flow Statement”) and a Consolidated statement summary of income business and a Consolidated statement of cash flows significant accounting policies for such quarterly accounting period and for the elapsed portion of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending year ended with the end last day of such fiscal quarter quarterly period, and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 consolidated figures for the corresponding date or period related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the preceding Fiscal Yearprior fiscal year, all in reasonable detail and of which shall be duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) a Financial Officer of the Borrower (or its managing general partner) as having been prepared in accordance with GAAP, together with (i) GAAP and certificates of a certificate Financial Officer of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement Borrower as to compliance with the nature thereof terms of this Agreement, which financials shall be accompanied by customary management discussion and the action that the Borrower has taken and proposes to take analysis (which requirement with respect thereto to management discussion and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used analysis may be satisfied by the Borrower posting on its publicly available website a quarterly earnings statement in determining compliance customary form prepared by the Borrower); provided that, the delivery requirements under this Section 5.01(a) may be satisfied through a filing by the Borrower 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.SEC on Form 10-Q.

Quarterly Financials. As soon To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as available of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in any event each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower (which certification may be included in the applicable Compliance Certificate) that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within 60 forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet management discussion and analysis that includes a comparison of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries performance for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous that Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form Quarter to 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) by the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) 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 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 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 GAAPprior year.

Quarterly Financials. As soon as available and in any event within 60 days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet of (i) the U.S. Borrower and its Subsidiaries and (ii) if the U.S. Borrower has any Unrestricted Subsidiaries, the U.S. Borrower and its Restricted Subsidiaries, in each case as of the end of such quarter Fiscal Quarter and a the related Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries flow for the period commencing at the end of the previous fiscal quarter Fiscal Quarter and ending with the end of such fiscal quarter Fiscal Quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterFiscal 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) by the chief financial officer (or person performing similar functions) of the such Borrower (or its managing general partner) 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 such Borrower has taken and proposes to take with respect thereto and thereto, (ii) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the U.S. Borrower in determining compliance with the covenants contained in Section Sections 5.02(j) and 5.04; provided , PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the U.S. Borrower shall also provide, if necessary for the determination of compliance with Section Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAPGAAP and (iii) if there is any change in the Pro Forma EBITDA Adjustment from the amount set forth in any certificate previously delivered to the Administrative Agent pursuant to Section 5.03(g), setting forth the recalculated amount of such Pro Forma EBITDA Adjustment and, in reasonable detail satisfactory to the Administrative Agent, the calculations and basis thereof.

Quarterly Financials. As soon as available To the Administrative Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower consolidated (with respect to Parent and its Subsidiaries Subsidiaries) and consolidating financial information, certified by a Financial Officer of Borrower Representative, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of (consolidated) cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding Fiscal Year, all prior year. All such consolidated Financial Statements shall be prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by during any Financial Covenant Compliance Period, a statement substantially in the chief financial officer form of Exhibit C (or person performing similar functionseach, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) a certification of a Financial Officer of Borrower Representative (or i) that such financial information presents fairly (in the case of the consolidated Financial Statements with respect to Parent and its managing general partner) as having been prepared Subsidiaries, in accordance with GAAPGAAP (subject to normal year-end adjustments)) the financial position, together results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated (with respect to Parent and its Subsidiaries) and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate setting forth the Unrestricted Cash Amount and Liquidity Amount as of said officer stating the end of such Fiscal Quarter, (iii) that no Default has occurred and is continuing Financial Covenant Compliance Period commenced during such Fiscal Quarter or, if a Financial Covenant Compliance Period commenced during such Fiscal Quarter, describing the date and cause of such commencement, (iv) any other information presented is true, correct and complete in all material respects and (v) that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 GAAPDefault.

Quarterly Financials. As soon as available Beginning with the first full Fiscal Quarter following delivery to Agent of the Financial Statements referenced in Section 5.12, to Agent and in any event Lenders, within 60 45 days after the end of each Fiscal Quarter, consolidated financial information regarding Borrowers and their Subsidiaries, certified by the Chief Financial Officer of the first three quarters of each Fiscal YearBorrower Representative, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter and a Consolidated statement Fiscal Quarter; (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments); and (iii) by the chief financial officer (or person performing similar functions) a summary of the outstanding balance of all Intercompany Notes as of the last day of that Fiscal Quarter. Such financial information shall be accompanied by (A) a Compliance Certificate showing the calculations used in determining compliance with each of the Financial Covenants and (B) the certification of the Chief Financial Officer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within 45 days after the action end of each such Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of Fiscal Quarter (including the first three quarters last Fiscal Quarter of each Fiscal Year), a Consolidated balance sheet of the Borrower consolidated financial information regarding Holdings and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including consolidated (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end adjustments and year-end audit adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing (x) reasonably detailed calculation of Reference Availability for such Fiscal Quarter), (y) the calculations of each Financial Covenant (regardless of whether compliance with any such Financial Covenant is tested for such Fiscal Quarter) and (z) if then applicable, the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (i) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments and year-end audit adjustments) by the chief financial officer (or person performing similar functions) position, results of operations and statements of cash flows of Holdings and its Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Borrower Fiscal Year then ended, (or its managing general partnerii) as having been prepared any other information presented is true, correct and complete in accordance with GAAP, together with (i) a certificate of said officer stating all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the action that end of each Fiscal Quarter, the Borrower has taken management discussion 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 Borrower in determining compliance with the covenants contained in Section 5.04; analysis as provided that in the event of any change in GAAP used in the preparation of Form 10-Q for 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 GAAPFiscal Quarter.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each Fiscal Quarter, consolidated and consolidating financial information regarding Borrowers and their Subsidiaries (excluding all Telmark Entities, Agway Insurance Company and all of their respective Subsidiaries), certified by the first three quarters Chief Financial Officer or the Treasurer of each Fiscal YearBorrower Representative, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by the chief financial officer (or person performing similar functions) a Compliance Certificate in respect of each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer or the Treasurer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrowers and their Subsidiaries (iexcluding all Telmark Entities, Agway Insurance Company and all of their respective Subsidiaries), on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (ii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within 45 days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available and in any event within 60 on or before the date on which such financial statements are required to be filed with the SEC with respect to each of the first three quarterly accounting periods in each Fiscal Year of Holdings (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of such quarterly accounting period), the first three quarters of each Fiscal Year, a Consolidated consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as of at the end of such quarter quarterly period and a Consolidated the related consolidated statement of income operations for such quarterly accounting period and a Consolidated for the elapsed portion of the Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending Fiscal Year ended with the end last day of such fiscal quarter quarterly period, and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 consolidated figures for the corresponding date or period related periods in the prior Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the preceding prior Fiscal Year, all in reasonable detail and duly certified (subject to changes resulting from audit, normal year-end audit adjustments) by adjustments and the chief financial officer (or person performing similar functions) absence of footnotes. Notwithstanding the Borrower (or its managing general partner) as having been prepared foregoing, the obligations in accordance with GAAP, together with this clause (i) a certificate may be satisfied with respect to financial information of said officer stating Holdings and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of TMHCParent or (B) TMHCParent’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), such information is accompanied by consolidating information that no Default has occurred and is continuing orexplains in reasonable detail the differences between the information relating to TMHCParent, if a Default has occurred and is continuingon the one hand, a statement as to the nature thereof and the action that information relating to Holdings and its consolidated Subsidiaries on a stand-alone basis, on the 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 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 GAAPother hand.

Quarterly Financials. As soon as available and in any event To Agent for distribution to the Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Holdings, Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail in the form of Exhibit E-1 (each, a “Compliance Certificate”) in respect of the Financial Covenants that are tested on a quarterly basis and (B) an Officer Certificate of Borrower executed by the chief Chief Financial Officer of Borrower, or another responsible officer of Borrower having substantially the same authority and responsibility or otherwise acceptable to Agent, certifying that (i) such financial officer (or person performing similar functions) of the Borrower (or its managing general partner) as having been prepared information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Holdings, Borrower and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 GAAPDefault.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate”) showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within 45 days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available and in any event within 60 on or before the date on which such financial statements are required to be filed with the SEC with respect to each of the first three quarterly accounting periods in each Fiscal Year of Holdings (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of such quarterly accounting period), the first three quarters of each Fiscal Year, a Consolidated consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as of at the end of such quarter quarterly period and a Consolidated the related consolidated statement of income operations for such quarterly accounting period and a Consolidated for the elapsed portion of the Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending Fiscal Year ended with the end last day of such fiscal quarter quarterly period, and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 consolidated figures for the corresponding date or period related periods in the prior Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the preceding prior Fiscal Year, all in reasonable detail and duly certified (subject to changes resulting from audit, normal year-end audit adjustments) by adjustments and the chief financial officer (or person performing similar functions) absence of footnotes. Notwithstanding the Borrower (or its managing general partner) as having been prepared foregoing, the obligations in accordance with GAAP, together with this clause (i) a certificate may be satisfied with respect to financial information of said officer stating Holdings and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of TMHC or (B) TMHC’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), such information is accompanied by consolidating information that no Default has occurred and is continuing orexplains in reasonable detail the differences between the information relating to TMHC, if a Default has occurred and is continuingon the one hand, a statement as to the nature thereof and the action that information relating to Holdings and its consolidated Subsidiaries on a stand-alone basis, on the 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 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 GAAPother hand.

Quarterly Financials. As soon as available To Administrative Agent and in any event Lenders, -------------------- within 60 orty-five (45) days after the end of each Fiscal Quarter, consolidated and consolidating financial information regarding Parent and its Subsidiaries, prepared under the supervision of the first three quarters Chief Financial Officer of each Fiscal YearBorrower Representative, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with on the end last day of such quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate" showing the chief calculations used in determining compliance ----------------------- with a Compliance Certificate in respect of each of the financial officer covenants set forth on Annex G which is tested on a quarterly basis ------- and (or person performing similar functionsB) the certification of the Borrower Representative signed on its behalf by its Chief Financial Officer that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and cash flows of Borrowers and their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for the period then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis which includes a comparison to budget for that the Borrower has taken Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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.prior year;

Quarterly Financials. As soon as available To the Agent and in any event each Lender, within 60 forty-five (45) days after the end of each Fiscal Quarter: (i) consolidated unaudited balance sheets of the first three quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower and its Subsidiaries Holdings as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter; and a Consolidated statement (ii) consolidated unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries Holdings for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, in each case setting forth in each case in comparative form (for each Fiscal Quarter ending after the corresponding first anniversary of the Closing Date) the figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate”) showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Borrower Financial Covenants that is tested on a quarterly basis and (B) the certification of the President or its managing general partnerChief Financial Officer of Holdings that (i) as having been prepared such financial information presents fairly in all material respects in accordance with GAAPGAAP (subject to normal year-end adjustments and the absence of footnotes) the financial position, together with results of operations and statements of cash flows of Holdings, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) such financial information presents fairly in all material respects the financial position and results of operations of Holdings, on a certificate consolidated basis, as at the end of said officer stating such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (iii) any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes efforts undertaken to take with respect thereto and cure such Default or Event of Default. Each such Compliance Certificate must be given in writing (iiby telecopy or overnight courier) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that in the event form of any change Exhibit 5.1, and shall include the information and attachments required 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 GAAPExhibit.

Quarterly Financials. As soon as available To Agent, Canadian Agent and in any event Lenders, within 60 45 days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower consolidated and separate financial information regarding Holdings and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Holdings, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate") showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Borrower Financial Covenants that is tested on a quarterly basis and (or its managing general partnerB) as having been prepared the certification of the Chief Financial Officer of Holdings that (i) such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Holdings and its Subsidiaries, on both a consolidated and separate basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 GAAPDefault.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower consolidated (with respect to Holdings and its Subsidiaries Subsidiaries) and consolidating financial information, certified by a Financial Officer of Borrower Representative, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of (consolidated) cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding Fiscal Year, all prior year. All such consolidated Financial Statements shall be prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate") showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of a Financial Officer of Borrower Representative that (or i) such financial information presents fairly (in the case of the consolidated Financial Statements with respect to Holdings and its managing general partner) as having been prepared Subsidiaries, in accordance with GAAPGAAP (subject to normal year-end adjustments)) the financial position, together results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated (with respect to Holdings and its Subsidiaries) and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended and (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 GAAPDefault.

Quarterly Financials. As soon as available and in any event within 60 45 days after the end of each of the first three quarters of each Fiscal Year, a (i) Consolidated and consolidating balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and Consolidated statements of cash flows of the Parent and its Subsidiaries for such Fiscal Quarter and for the year-to-date period then ended, 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, in the case of such consolidated financial statements (subject to normal year-end audit adjustments), by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP (except for the omission of footnotes) and (ii) Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement statements of income and a Consolidated statement of cash flows of the 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 statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year Quarter and ending with the end of such quarterFiscal 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) by the chief financial officer (or person performing similar functions) Chief Financial Officer of the Borrower (or its managing general partner) as having been prepared in accordance with GAAP, together with (ix) a certificate of said officer the Chief Financial Officer of the Borrower 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 Borrower has taken and proposes to take with respect thereto and (iiy) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the 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 To Agent and in any event Lenders, within 60 fifty (50) days after the end of each of Fiscal Quarter ending on or before December 31, 2007 and within forty-five (45) days after the first three quarters end of each Fiscal YearQuarter thereafter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 YearQuarter, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments), (ii) by unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the chief financial officer (or person performing similar functions) of figures for the Borrower (or its managing general partner) as having been corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAPGAAP (subject to normal year-end adjustments), together (iii) the roll forward calculation chart substantially in the form Exhibit E-1 attached hereto, and shall include the information required in such Exhibit and such other information as may be reasonably required by Agent, and (iv) the End-Consumer Churn Rate calculation chart substantially in the form of Exhibit E-2 attached hereto, and shall include the information required in such Exhibit and such other information as may be reasonably required by Agent. Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (i) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries, on both a certificate consolidated and consolidating basis, as at the end of said officer stating such Fiscal Quarter and for that portion of the Fiscal Year then ended, (ii) any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within fifty (50) days after the action end of each Fiscal Quarter ending on or before December 31, 2007 and within forty-five (45) days after the end of each Fiscal Quarter thereafter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available after the annual report in respect of the Fiscal Year ending October 31, 2005 is delivered pursuant to Section 5.03(b), and in any event thereafter within 60 45 days after the end of each of the first three quarters of each Fiscal Year, a (i) Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such quarter and quarter, (ii) a Consolidated statement of income and a Consolidated statement of cash flows of the 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 quarter, and (iii) a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Borrower's past practice, on the basis of management's good faith calculations and fairly presenting in all material respects, subject to year end audit adjustments and the absence of footnotes, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such dates, 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 adjustmentsadjustments and the absence of footnotes) by the chief financial officer (or person performing similar functions) a Financial Officer of the Borrower (or its managing general partner) as having been prepared in accordance with GAAP, together with (iA) a certificate of said officer stating that no Event of Default has occurred and is continuing or, if a an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto thereto, and (iiB) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that that, in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each Fiscal Quarter, consolidated and consolidating financial information regarding Borrowers and their Subsidiaries, certified by the Chief Financial Officer of the first three quarters of each Fiscal YearBorrower Representative, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate" showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within 45 days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Holdings, Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail in the chief financial officer form of Exhibit E-1 (or person performing similar functionseach, a “Compliance Certificate”) in respect of the Fixed Charge Coverage Ratio Financial Covenant that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash if flows of Holdings, Borrower and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 GAAPDefault.

Quarterly Financials. As soon as available To Administrative Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Holdings, Borrower and its Subsidiaries their Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date period in the prior year and the figures contained in the Annual Plan or period of the preceding Budget for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate") showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with a Compliance Certificate in respect of each of the financial covenants set forth on Annex G which is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and its Subsidiaries, on both a 123 consolidated and consolidating basis, as at the end of such Fiscal Quarter and for the period then ended, (iii) a certificate any other information in clause (iii) of said officer stating paragraph (a) above presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis which includes a comparison to Projections for that the Borrower has taken Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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.prior year;

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each Fiscal Quarter, consolidated and consolidating financial information regarding the Credit Parties, the Restricted Credit Parties and the Excluded Subsidiaries, certified by the Treasurer or Vice President, Finance, of the first three quarters Innovations (on behalf of each Fiscal YearInnovations and not in such Person’s individual capacity), a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows for such Fiscal Quarter, in each case in the case of financial information regarding the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterCredit Parties, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by the chief financial officer (or person performing similar functions) a Compliance Certificate in respect of each of the Borrower Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer, Treasurer or its managing general partnerVice President, Finance, of Innovations (on behalf of Innovations and not in such Person’s individual capacity) as having been prepared that (i) such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of the Credit Parties, on both a consolidated and consolidating basis (iin the case of consolidating Financial Statements, subject to intercompany eliminations and other consolidating adjustments), as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (ii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Innovations shall deliver to Agent and Lenders, within 45 days after the action end of each Fiscal Quarter, (i) a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the Borrower has taken and proposes to take with respect thereto corresponding period in the prior year, and (ii) a schedule in a form reasonably satisfactory to of tangible assets, Accounts and accounts payable for Innovations and each of its Subsidiaries and for the Administrative Agent of the computations used by the 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 statementsUS Credit Parties, the Borrower shall also provideExcluded US Subsidiaries, if necessary for the determination of compliance with Section 5.04European Credit Parties, a statement of reconciliation conforming such financial statements to GAAPthe Excluded European Subsidiaries, and the Restricted Credit Parties.

Quarterly Financials. As soon as available and in any event To Agent, within 60 forty-five (45) days after the end of each Fiscal Quarter, consolidated financial information regarding Borrowers and their Subsidiaries, certified by the Chief Financial Officer (or the treasurer or any other senior executive officer of the first three quarters Borrower Representative acting in such capacity as chief financial officer) of each Fiscal YearBorrower Representative, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). Such financial information shall be accompanied by (A) a statement by the Chief Financial Officer (or the treasurer or any other senior executive officer of Borrower Representative acting in such capacity as chief financial officer (or person performing similar functionsofficer) of Borrower Representative in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in all material respects in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrowers and their Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent, within forty-five (45) days after the action that end of each Fiscal Quarter, to the extent not included in a report on Form 10-Q filed by such Borrower has taken and proposes to take with respect thereto to such Fiscal Quarter, a management discussion and (ii) analysis that includes a schedule in comparison to budget for that Fiscal Quarter and a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available and in any event within 60 on or before the date on which such financial statements are required to be filed with the SEC with respect to each of the first three quarterly accounting periods in each Fiscal Year of Holdings (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of such quarterly accounting period), the first three quarters of each Fiscal Year, a Consolidated consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as of at the end of such quarter quarterly period and a Consolidated the related consolidated statement of income operations for such quarterly accounting period and a Consolidated for the elapsed portion of the Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending Fiscal Year ended with the end last day of such fiscal quarter quarterly period, and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 consolidated figures for the corresponding date or period related periods in the prior Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the preceding prior Fiscal Year, all in reasonable detail and duly certified (subject to changes resulting from audit, normal year-end audit adjustments) by adjustments and the chief financial officer (or person performing similar functions) absence of footnotes. Notwithstanding the Borrower (or its managing general partner) as having been prepared foregoing, the obligations in accordance with GAAP, together with this clause (i) a certificate may be satisfied with respect to financial information of said officer stating Holdings and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Parent or (B) Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), such information is accompanied by consolidating information that no Default has occurred and is continuing orexplains in reasonable detail the differences between the information relating to Parent, if a Default has occurred and is continuingon the one hand, a statement as to the nature thereof and the action that information relating to Holdings and its consolidated Subsidiaries on a stand-alone basis, on the 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 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.other hand. 83 CREDIT AGREEMENT

Quarterly Financials. As soon as available and in any event within 60 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the 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 statement and consolidating statements of income and a report or reports showing statutory net worth and statutory capital of each HMO Subsidiary and Insurance Subsidiary as of the end of each fiscal quarter and a Consolidated statement of cash flows of the 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 by the Chief Financial Officer or Treasurer of the Borrower as having been prepared in accordance with GAAP (subject to normal year-end audit adjustments) by adjustments and the chief financial officer (or person performing similar functions) absence of the Borrower (or its managing general partner) as having been prepared in accordance with GAAPcomplete footnote disclosure), 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 Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a substantially the form reasonably satisfactory to the Administrative Agent set forth as Exhibit I of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; , provided that 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.. 85 80

Quarterly Financials. As soon as available and in any event within 60 Within sixty (60) days after the end of each Fiscal Quarter (other than each Fiscal Quarter that is also the last Fiscal Quarter of the first three quarters of each a Fiscal Year, a Consolidated balance sheet of which shall be delivered together with the Borrower annual audited financial statements delivered for such Fiscal Year pursuant to subsection (c) below), consolidated and consolidating financial information regarding Astec and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Astec, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter and a Consolidated statement Fiscal Quarter, (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending Quarter, prepared in accordance 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 GAAP (subject to normal year-end audit adjustments), and (c) a copy of Astec's Form 10-Q with respect to such Fiscal Quarter filed with the Securities and Exchange Commission. Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate" showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Borrower financial covenants set forth on Annex G which is tested on a quarterly basis and (or its managing general partnerB) as having been prepared the certification of the Chief Financial Officer of Astec that (i) such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Astec and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for the period then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 statementsDefault. In addition, the Borrower shall also providedeliver to Lender, if necessary for within forty-five (45) days after the determination end of compliance with Section 5.04each Fiscal Quarter, a statement of reconciliation conforming such financial statements to GAAP.management discussion and analysis;

Quarterly Financials. As soon as available and in any event within 60 Within (i) forty-five (45) days after the end of each of the first three quarters (3) Fiscal Quarters of each Fiscal Year and (ii) ninety (90) days after the end of the fourth and final Fiscal Quarter of each Fiscal Year, a Consolidated balance sheet of the Borrower consolidated (and as to each Loan Party only, consolidating) financial information regarding ASHS and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of ASHS, including (i) unaudited consolidated (and as to each Loan Party only, consolidating) balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related consolidated (and as to each Loan Party only, consolidating) statements of income and a Consolidated statement of cash flows for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited consolidated (and as to each Loan Party only, consolidating) statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnote disclosures). Such financial information shall be accompanied by (A) by a statement in reasonable detail, in the chief financial officer form of Exhibit B attached to this Agreement (or person performing similar functionseach, a "Compliance Certificate") showing the calculations used in determining compliance with each of the Borrower Financial Covenants and (or its managing general partnerB) as having been prepared the certification of the Chief Financial Officer of ASHS that (i) such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments and the absence of footnote disclosures) the financial position, together with results of operations and statements of cash flows of ASHS and its Subsidiaries, on both a consolidated (iand as to each Loan Party only, consolidating) a certificate basis, as at the end of said officer stating such Fiscal Quarter and for that portion of the Fiscal Year then ended, (ii) any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 GAAPDefault.

Quarterly Financials. As soon as available To Administrative Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated consolidated and consolidating financial information regarding the Borrower and their Subsidiaries, certified by the Chief Financial Officer of each Borrower, consisting of (i) unaudited consolidated balance sheet as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, (ii) unaudited consolidating balance sheet of the Borrower Frontier Airlines, Inc. and its Subsidiaries Lynx Aviation, Inc., as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter, and a Consolidated statement (iii) unaudited consolidated statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all (except for Projections) prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate”) showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on the last day of the applicable Fiscal Quarter and (B) the certification of the Chief Financial Officer of each Borrower that (or its managing general partneri) as having been prepared such financial information (except for Projections) presents fairly in all material respects in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of such Borrower and its Subsidiaries, on a consolidated or a consolidating basis (ias applicable) a certificate as at the end of said officer stating such Fiscal Quarter and for that portion of the Fiscal Year then ended, (ii) any other information (except for Projections) presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis for Borrower and its Subsidiaries on a consolidated basis that the Borrower has taken and proposes to take with respect thereto and (ii) includes a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available and in any event within 60 Within forty-five (45) days after the end of each Fiscal Quarter, consolidated financial information regarding Borrowers, certified by the Chief Financial Officer of the first three quarters of each Fiscal YearParent, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by the chief financial officer (or person performing similar functions) a compliance Certificate in respect of each of the Borrower financial covenants set forth on Annex B which is tested on a quarterly basis and (or its managing general partnerB) as having been prepared the certification of the Chief Financial Officer of Parent that (i) such financial information presents fairly in accordance with GAAPGAAP (subject to normal year- end adjustments) the financial position, together with results of operations and statements of cash flows of Borrowers and their Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for the period then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory cure such Default or Event of Default. In addition, Borrowers shall deliver to the Administrative Agent Lender, within forty-five (45) days after the end of each Fiscal Quarter, a management discussion and analysis which includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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.prior year;

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter; and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period in the prior year and the figures contained in the Projections for such Fiscal Quarter, in each case in accordance with GAAP (subject to normal year end adjustments). Such financial information shall be accompanied by (A) a Compliance Certificate showing the calculations used in determining compliance with each of the preceding Fiscal YearFinancial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (i) such financial information presents fairly in accordance with GAAP valuing Inventory on a first in, all in reasonable detail and duly certified first out basis (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) position, results of operations and statements of cash flows of Borrower and its Subsidiaries, on both a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Borrower Fiscal Year then ended, (or its managing general partnerii) as having been prepared any other information presented is true, correct and complete in accordance with GAAP, together with (i) a certificate of said officer stating all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 GAAPDefault.

Quarterly Financials. As soon as available and in any event within 60 50 days after the end of each of the first three quarters of each Fiscal YearYear (i) so long as BMCA is a reporting company under the Securities Act of 1934, as amended (a "Reporting Company"), a copy of BMCA's Form 10-Q filed with the Securities and Exchange Commission for each such fiscal quarter and (ii) if BMCA is not a Reporting Company at such time, then BMCA shall provide to the Administrative Agent the unaudited Consolidated balance sheet of the Borrower BMCA and its Subsidiaries as of at the end of such quarter and a the related unaudited Consolidated statement statements of income and a Consolidated statement of cash flows for such quarter and the portion of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the Fiscal Year through end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 as of the end of and for the corresponding date or period of in the preceding previous Fiscal Year, all in reasonable detail and each case duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) a Responsible Financial Officer of the Borrower (or its managing general partner) BMCA as having been prepared in accordance with GAAP, together with (i1) a certificate of said officer stating that no Event of Default has occurred and is continuing or, if a an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower BMCA has taken and proposes to take with respect thereto thereto, and (ii2) a schedule to such certificate in a form reasonably satisfactory to the Administrative Agent setting forth (x) the Leverage Ratio as of the last day of such fiscal quarter, (y) the Interest Coverage Ratio for the four fiscal quarters of BMCA ending on the last day of such fiscal quarter, and (z) the computations used by the Borrower BMCA in determining compliance with the covenants contained in Section 5.04; provided provided, however, that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower BMCA shall also provide, if necessary for the determination of compliance with Section 5.04any of (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and available, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year of the Borrower (commencing with the fiscal quarter ended June 30, 2007), a Consolidated consolidated balance sheet of the Borrower and its Subsidiaries and consolidating balance sheet of each Unrestricted Subsidiary as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 the related consolidated (and, in the case of each Unrestricted Subsidiary, consolidating) statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows for the portion of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterBorrower’s (or Unrestricted Subsidiary’s, as applicable) fiscal year then ended, setting forth in each case in comparative form the corresponding figures for the corresponding date or period fiscal quarter of the preceding Fiscal Yearprevious fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail detail, such consolidated balance sheet and duly statements to be certified (by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments) adjustments and the absence of footnotes and such consolidating balance sheet and statements to be certified by the chief financial officer (or person performing similar functions) a Responsible Officer of the Borrower (or its managing general partner) 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 effect that such balance sheet and statements are fairly stated in all material respects when considered in relation to the action that consolidated balance sheet and financial statements of the 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 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 GAAPits Subsidiaries.

Quarterly Financials. As soon as available and in any event -------------------- within 60 days after the end of each of the first three quarters of each fiscal year of Terra, Terra will furnish to the Administrative Agent, with sufficient copies for each Lender, a Consolidated balance sheet of Terra and its Subsidiaries as of the end of such quarter and Consolidated statements of income and cash flows of Terra 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 period of the preceding fiscal year in reasonable detail and duly certified (subject to year-end audit adjustments) by the Senior Financial Officer as having been prepared in accordance with GAAP, together with (i) a certificate of said officer (A) 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 Terra has taken and proposes to take with respect thereto, (B) stating that since December 31, 1998, there has been no Material Adverse Change with respect to Terra and (C) providing a comparison between the financial position and results of operations set forth in such financial statements with the comparable information set forth in the financial projections and budget most recently delivered pursuant Section 5.03(l) of the 1995 Terra Capital Credit Agreement or Section 5.03(l) and (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by Terra in determining compliance with the covenants contained in Section 5.04. As soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal Yearfiscal year of the Borrower, the Borrower will furnish to the Administrative Agent, with sufficient copies for each Lender, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement statements of income and a Consolidated statement of cash flows of the 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 statement of income and a Consolidated statement of cash flows of the Borrower 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 Year, all fiscal year in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) Senior Financial Officer as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred GAAP and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) attaching a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining determining, as of the end of such fiscal quarter, 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 available, and in any event within 60 30 days after the end of each fiscal quarter, financial information regarding the Originators and their respective Subsidiaries, certified by the Chief Financial Officer of Synnex, consisting of consolidated and consolidating (i) unaudited balance sheets as of the first three quarters close of each Fiscal Year, a Consolidated balance sheet such fiscal quarter and the related statement of income for that portion of the Borrower and its Subsidiaries fiscal year ending as of the close of such fiscal quarter and (ii) unaudited statement of income for such fiscal quarter, setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such fiscal year, all prepared in accordance with GAAP. Such financial information shall be accompanied by the certification of the Chief Financial Officer of Synnex that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Originators and their respective Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at then ended and (B) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event in existence as of such time or, if an Incipient Termination Event or Termination Event shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Event. In addition, the Seller shall furnish, or cause to be furnished, to the Administrative Agent, within 30 days after the end of each fiscal quarter, (Y) a statement in reasonable detail (each, a “Compliance Certificate”) showing the previous calculations used in determining compliance with each financial covenant set forth on Annex 5 and (Z) a management discussion and analysis that includes a comparison to budget for the fiscal quarter and ending with year to date as of the end of such fiscal quarter and a Consolidated statement comparison of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries performance for the period commencing at fiscal year to date as of the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form that fiscal quarter to 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) by the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) 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 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 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 GAAPprior year.

Quarterly Financials. As soon as available and in any event To Agents, within 60 forty- eight (48) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate") showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with a Compliance Certificate in respect of each of the financial covenants set forth on Annex G which is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and its Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for the period then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agents and Lenders, within forty-eight (48) days after the action end of each Fiscal Quarter, a management discussion and analysis which includes a comparison to budget for that the Borrower has taken Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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.prior year;

Quarterly Financials. As as soon as available and in any event within 60 45 days after the end of each of Fiscal Quarter, (a) the first three quarters of each Fiscal Year, a Consolidated consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the end of such quarter Fiscal Quarter and a Consolidated statement the related consolidated statements of income income, stockholders' equity and a Consolidated statement of cash flows of the Borrower Company and its Subsidiaries for such Fiscal Quarter and for the period commencing at from the end beginning of the previous fiscal quarter and ending with then current Fiscal Year to the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period periods of the preceding previous Fiscal Year and, if available, the corresponding figures from the Financial Plan for the current Fiscal Year, (b) sales, gross profit, operating income and EBITDA figures on a business unit basis for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter and prepared on a basis consistent with the financial statements delivered pursuant to subsection 4.1O, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (or person performing similar functionsc) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the Borrower (or its managing general partner) 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 then current Fiscal Year to the nature thereof end of such Fiscal Quarter; PROVIDED that delivery of the financial statements and narrative required pursuant to the action that the Borrower has taken and proposes to take with respect thereto foregoing clause (a) and (iic) a schedule in a form reasonably satisfactory to the Administrative Agent may be satisfied by delivery of the computations used by the Borrower in determining compliance Company's Quarterly Report on Form 10-Q as filed 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.Securities and Exchange Commission;

Quarterly Financials. (i) As soon as available and in any event within not later than 60 days (or such earlier date that Holdings or any Loan Party is required to publicly file a Form 10-Q) after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year of Holdings and its consolidated Subsidiaries, a Consolidated commencing with the fiscal quarter ending September 30, 2016, the unaudited consolidated balance sheet and the statements of the Borrower income, cash flows, and retained earnings of Holdings and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal quarter year and ending with the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the 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 (ii) as soon as available and in any event no later than seven (7) days after the delivery in clause (b)(i) (for the avoidance of doubt, such seven (7) day period to be within the aforementioned 60 day period), (x) a certificate with respect to such consolidated statements (subject to normal year-end audit adjustments) by the chief a Responsible Officer of Holdings stating that such financial officer statements delivered under clause (or person performing similar functionsb)(i) of the Borrower (or its managing general partner) as having have been prepared in accordance with GAAPGAAP and,(y) commencing with the fiscal quarter ending December 31, together 2016, a Compliance Certificate executed by the Responsible Officer of Holdings and the Borrower and (z) to the extent delivered under the Second Lien Credit Agreement, commencing with (i) the first fiscal quarter ending after the Amendment No. 9 Effective Date, a certificate of said officer stating that no Default has occurred a Responsible Officer of Holdings setting forth a calculation of the Pro Forma Asset Coverage Ratio (as defined in the Second Lien Credit Agreement) as of the last day of such fiscal quarter in the same form and is continuing or, if a Default has occurred and is continuing, a statement as substance delivered to the nature Second Lien Administrative Agent (with such changes therein as maybe necessary to reflect delivery thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iias required under this Agreement) a schedule in a or such other form reasonably satisfactory acceptable to the Administrative Agent of (the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that deliverables described in the event of any change in GAAP used in the preparation of such financial statementsforegoing clauses (x) and, (y) and (z), and clauses (c), (g), and (h) below, 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 Reporting Package”);

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each Fiscal Quarter, consolidated financial information regarding Borrowers and their Subsidiaries, certified by the Chief Financial Officer of the first three quarters of each Fiscal YearBorrower Representative, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate" showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within 45 days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available and in any event within 60 45 days after the end of each of the first three quarters of each Fiscal Year, a (i) Consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower 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 statement of income and a Consolidated statement of cash flows of the Borrower 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, (ii) a report setting forth all of the Borrower's IFN revenues and PRI revenues by circuit (or as otherwise agreed) for the preceding twelve months, and (iii) a certificate setting forth the Borrower's calculation of the Senior Debt Ratio for such fiscal quarter with supporting documentation, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) Chief Financial Officer of the Borrower (or its managing general partner) Parent as having been prepared in accordance with GAAPGAAP (with respect to item (i)), together with (i) a certificate of said officer such Chief Financial Officer stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than such date, in which case as of such date 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 Borrower Parent 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 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 GAAPthereto.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 sixty (60) days after the end of each Fiscal Quarter (other than each Fiscal Quarter that is also the last Fiscal Quarter of the first three quarters of each a Fiscal Year, a Consolidated which shall be delivered together with the annual audited financial statements delivered for such Fiscal Year pursuant to subsection (d) below), consolidated and consolidating financial information regarding Borrowers and their Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter and a Consolidated statement Fiscal Quarter, (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments), and (c) a copy of Borrower's Form 10-Q with respect to such Fiscal Quarter filed with the Securities and Exchange Commission. Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate" showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the financial covenants set forth on Annex G which is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for the period then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis which includes a comparison of performance for that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory Fiscal Quarter to the Administrative Agent of corresponding period in the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04prior year; provided that in the event of any change in GAAP used in Borrowers Forms 10-Q and 10-K filed with the preparation of such financial statements, the Borrower Securities and Exchange Commission shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.satisfy this requirement;

Quarterly Financials. As soon as available To Administrative Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower consolidated and consolidating financial information regarding Holdings and its Subsidiaries Subsidiaries, certified by a Responsible Officer of Holdings, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate") showing the chief calculations used in determining the Consolidated Leverage Ratio, Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio for the four consecutive Fiscal Quarters then ended (regardless of whether Financial Covenants are applicable with respect to such calculations during such period) and (B) the certification of a Responsible Officer of Holdings that (i) such financial officer (or person performing similar functions) of the Borrower (or its managing general partner) as having been prepared information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Holdings and its Subsidiaries on a consolidated and consolidating basis as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Holdings shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Company and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Company, including (i) unaudited balance sheets as available of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in any event each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by a certification of a Financial Officer of Company that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Company and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Company shall deliver to Agent and Lenders, within 60 forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet management discussion and analysis that includes a comparison of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries performance for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous that Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form Quarter to 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) by the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) 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 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 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each Fiscal Quarter that is not the end of the first three quarters of each a Fiscal Year, a Consolidated consolidated financial information regarding Parent and its Subsidiaries, including, without limitation, Borrower, certified by the Chief Financial Officer of Parent and Borrower, including (i) unaudited balance sheet of the Borrower and its Subsidiaries as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments) ). Such financial information shall be accompanied by the chief financial officer (or person performing similar functions) certification of the Chief Financial Officer of Parent and Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Parent and its Subsidiaries, including, without limitation, Borrower, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within 45 days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower with respect to Company and its Subsidiaries (a) the consolidated balance sheets thereof as of at the end of such quarter Fiscal Quarter and a Consolidated statement the related consolidated statements of income and a Consolidated statement of cash flows of the Borrower stockholders' equity thereof for such Fiscal Quarter and its Subsidiaries for the period commencing at from the end beginning of the previous fiscal quarter and ending with then current Fiscal Year to the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period periods of the preceding previous Fiscal Year and the corresponding figures from the financial plan for the current Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (or person performing similar functionsb) a narrative report describing the operations thereof in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the Borrower then current Fiscal Year to the end of such Fiscal Quarter; (or iii) YEAR-END FINANCIALS: as soon as available and in any event within 180 days after the end of each Fiscal Year, with respect to Company and its managing general partnerSubsidiaries, (a) the consolidated and consolidating balance sheets thereof as having been prepared at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders' equity and cash flows thereof for such Fiscal Year, setting forth in accordance with GAAPeach case in comparative form the corresponding figures for the previous Fiscal Year, together with all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries and as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (ib) a certificate of said officer stating that no Default has occurred and is continuing ornarrative report describing the operations thereof in the form prepared for presentation to senior management for such Fiscal Year, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iic) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the 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 case of such consolidated financial statements, a report thereon of [Ernst & Young LLP] or other independent certified public accountants of recognized national standing selected by Company which report shall be unqualified, shall express no doubts about the Borrower ability of Company and its Subsidiaries to continue as a going concern, and shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming state that such consolidated financial statements to GAAP.fairly present, in all material respects, the 50

Quarterly Financials. As soon as available and in any event within 60 Within 45 days after the end of each Fiscal Quarter, consolidated and consolidating financial information regarding Borrowers and their Subsidiaries, certified by the Chief Accounting Officer of the first three quarters of each Fiscal YearBorrower Representative, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by the chief financial officer (or person performing similar functions) a Compliance Certificate in respect of each of the financial covenants set forth on Annex G which is tested on a quarterly basis and (B) the certification of the Chief Accounting Officer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for the period then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Lender, within 45 days after the action end of each Fiscal Quarter, a management discussion and analysis which includes a comparison of performance for that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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.prior year;

Quarterly Financials. As soon as available To Administrative Agent and in any event Lenders, within 60 forty-five (45) days after the end of each Fiscal Quarter of the first three quarters of each Fiscal YearBorrower, a Consolidated balance sheet of the consolidated and consolidating financial information for Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding Fiscal Yearprior year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by the chief financial officer a compliance certificate (or person performing similar functionseach a “Compliance Certificate”) in respect of each of the Financial Covenants set forth on Annex C which is tested on a quarterly basis, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period, and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and if Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for the period then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory cure such Default or Event of Default. In addition, to the Administrative Agent of extent included in the computations used Form 10-Q filed by the Borrower in determining compliance with the covenants contained in Section 5.04; provided U.S. Securities and Exchange Commission for such Fiscal Quarter, Borrower shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the end of each Fiscal Quarter, a management discussion and analysis which includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period 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.prior year;

Quarterly Financials. As soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal Year, a (i) Consolidated balance sheet sheets of the Borrower MII and its Subsidiaries, consolidated balance sheets of JRMSA and its Subsidiaries and consolidated balance sheets of BWXT and its Subsidiaries, in each case as of the end of such quarter and a quarter, (ii) Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower MII and its Subsidiaries, consolidated statements of income and cash flows of JRMSA and Subsidiaries and consolidated statements of income and cash flows of BWXT and its Subsidiaries, in each case for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a (iii) Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower MII and its Subsidiaries, consolidated statements of income and cash flows of JRMSA and its Subsidiaries for the period and consolidated statements of income and cash flows of BWXT and its Subsidiaries, in each case commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case covered by the preceding clauses (i), (ii) and (iii), in comparative form form, the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of MII as having been prepared in accordance with generally accepted accounting principles (subject to normal year-end audit adjustments) by adjustments and the chief financial officer (or person performing similar functions) absence of the Borrower (or its managing general partner) as having been prepared in accordance with GAAPcomplete footnotes), together with (i) a certificate of said officer stating that no Event of Default has occurred and is continuing or, if a an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower MII has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent Required Lenders of the computations used by the Borrower MII in determining whether or not the Loan Parties are in compliance with the covenants contained in Section 5.04; , provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower MII 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 To Agent and in any event Lenders, within 60 45 days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, in each case setting forth in each case in comparative com parative form the corresponding figures for the corresponding date or period of in the preceding prio r year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate”) showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such tim x 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 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 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.E-1

Quarterly Financials. (x) As soon as available and in any event -------------------- within 60 45 days after the end of each of the first three quarters of each Fiscal Year, a unaudited Consolidated balance sheet sheets of the Borrower Parent Guarantor and its consolidated Subsidiaries as of the end of such quarter and a unaudited Consolidated statements of income and an unaudited Consolidated statement of income stockholders' equity and a Consolidated statement of cash flows of the Borrower Parent Guarantor 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 unaudited Consolidated statements of income and an unaudited Consolidated statement of income stockholders' equity and a Consolidated statement of cash flows of the Borrower Parent Guarantor 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) by the chief financial officer (or person performing similar functions) treasurer of the Borrower (or its managing general partner) Parent Guarantor as having been prepared in accordance with GAAPaccounting principles consistent with those applied in the most recent annual audit, together with (i) a certificate of said officer stating that such officer has obtained no knowledge that a 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 Borrower Parent Guarantor 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 Borrower in determining compliance with the covenants contained in Section 5.04; provided that in the event of any change from GAAP in GAAP the 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 GAAPGAAP and (y) within 45 days after the end of each of the first three quarters of each Fiscal Year, a schedule in form reasonably satisfactory to the Agent of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Sections 5.04(a) through (c).

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower consolidated (with respect to Parent and its Subsidiaries Subsidiaries) and consolidating financial information, certified by a Financial Officer of Borrower Representative, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of (consolidated) cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding Fiscal Year, all prior year. All such consolidated Financial Statements shall be prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by during any Financial Covenant Compliance Period, a statement substantially in the chief financial officer form of Exhibit C (or person performing similar functionseach, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of a Financial Officer of Borrower Representative that (or i) such financial information presents fairly (in the case of the consolidated Financial Statements with respect to Parent and its managing general partner) as having been prepared Subsidiaries, in accordance with GAAPGAAP (subject to normal year-end adjustments)) the financial position, together results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated (with respect to Parent and its Subsidiaries) and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended and (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 GAAPDefault.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the budget for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to the absence of footnotes and to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate") showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with a Compliance Certificate in respect of each of the Financial Covenants which is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP and consistent with past practices (subject to the absence of footnotes and to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the action that the Borrower has taken end of each Fiscal Quarter, a management discussion and proposes to take with respect thereto and (ii) a schedule analysis as contained in a form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance Borrower's 10-Q's, 10-K or other report filed with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of Securities and Exchange Commission for 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 GAAPperiod.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the consolidated and consolidating financial information regarding Holdings, Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Holdings and Borrower, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all (except for the Projections) prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a Compliance Certificate showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Holdings and Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the all efforts undertaken to cure such Default or Event of Default. All such information regarding Borrower has taken and proposes to take with respect thereto and (ii) shall be presented on a schedule business unit by business unit basis in a form reasonably satisfactory manner consistent with Borrower’s historic financial statements. In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the end of each Fiscal Quarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 (x) forty-five (45) days after the end of each of the first three quarters (3) Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at (y) ninety (90) days after the end of the previous fiscal quarter fourth Fiscal Quarter of each Fiscal Year, consolidated and ending with consolidating financial information regarding Borrowers and their Subsidiaries, certified by the end chief financial officer or treasurer of Borrower Representative, including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter , and (ii) unaudited statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared (other than the Projections) in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate” showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis Covenant, and (B) the certification of the chief financial officer or treasurer of Borrower Representative that (or person performing similar functionsi) of the Borrower (or its managing general partner) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended , and (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the action that the Borrower has taken end of each Fiscal Quarter, a management discussion and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent extent not otherwise set forth on SMP’s Form 10Q, analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each Fiscal Quarter of Borrower (except for the first three quarters fourth Fiscal Quarter of each Fiscal Year), a Consolidated financial information for Borrower, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding Fiscal Yearprior year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by the chief financial officer (or person performing similar functions) a compliance Certificate in respect of each of the financial covenants set forth on Annex E which is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of Borrower that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Borrower, as at the end of such Fiscal Quarter and for the period then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter (except for the fourth Fiscal Quarter of each Fiscal Year), a management discussion and analysis which includes a comparison to budget for that the Borrower has taken Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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.prior year;

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each Fiscal Quarter, either the Form 10Q that Asta Funding filed for that Fiscal Quarter with the Securities and Exchange Commission or, in the event Asta Funding has not filed its Form 10Q on a timely basis (without taking into consideration any extensions granted for the filing of such Form 10Q), the first three quarters following (hereinafter referred to as the "Alternative Financial Information") consolidated financial information regarding Asta Funding, its Subsidiaries, and Borrowers (in each case, together with consolidating worksheets in the event a Non-Credit Party Affiliate has Indebtedness or owns assets of each Fiscal Yearany material nature), a Consolidated including (A) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter, and a Consolidated statement (B) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). In any event, Borrowers shall deliver to Agent and Lender a copy of any and all Form 10Q that Asta Funding files with the Securities and Exchange Commission within 15 days after making any such filing. Such Form 10Q or Alternative Financial Information, as the case may be, shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate") showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with a Compliance Certificate in respect of each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer or other senior officer of Borrower Representative that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, results of operations and statements of cash flows of Asta Funding, Borrowers and their Subsidiaries, on a consolidated basis (together with consolidating worksheets in the event a Non-Credit Party Affiliate has Indebtedness or owns assets of any material nature), as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate any other information presented is true, correct and complete in all material respects and that there was no Default, which is not reasonably capable of said officer stating that no being cured, or Event of Default has occurred and is continuing in existence as of such time or, if a Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default, which is not reasonably capable of being cured, or Event of Default. In addition, Asta Funding and Borrowers shall deliver to Agent and Lenders, within 45 days after the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent end of the computations used by the 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 5.04each Fiscal Quarter, a statement of reconciliation conforming the intercompany loan balance of all Intercompany Notes as of the end of such financial statements to GAAPFiscal Quarter.

Quarterly Financials. As soon as available To Administrative Agent and in any event Lenders, within 60 forty-five (45) days after the end of each Fiscal Quarter, consolidated and consolidating financial information regarding Parent and its Subsidiaries, prepared under the supervision of the first three quarters Chief Financial Officer of each Fiscal YearBorrower Representative, a Consolidated including (i) unaudited balance sheet of the Borrower and its Subsidiaries sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with on the end last day of such quarterFiscal Quarter, setting forth (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments) and (iii) a summary of Special Capital Expenditures made during that Fiscal Quarter and the proceeds available for Special Capital Expenditures as of the last day of that Fiscal Quarter. Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate" showing the chief calculations used in determining compliance with a Compliance Certificate in respect of each of the financial officer covenants set forth on Annex G which is tested on a quarterly basis and (or person performing similar functionsB) the certification of the Borrower Representative signed on its behalf by its Chief Financial Officer that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and cash flows of Borrowers and their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for the period then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis which includes a comparison to budget for that the Borrower has taken Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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.prior year;

Quarterly Financials. As soon as available To Administrative Agent and in any event Fronting Lender, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower consolidated and consolidating financial information regarding Parent and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Parent, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a " Compliance Certificate ") showing the chief financial officer calculations used in determining compliance with each Financial Covenant that is tested on a quarterly basis, and (or person performing similar functionsB) the certification of the Borrower Chief Financial Officer of Parent that (or its managing general partneri) as having been prepared such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Parent and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Parent shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter, a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 45 days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower consolidated and consolidating financial information regarding Holdings and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer or Vice President of Finance of Holdings, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding Fiscal Yearprior year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a "Compliance Certificate") showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with a Compliance Certificate in respect of each of the Borrower Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer or its managing general partnerVice President of Finance of Holdings (i) as having been prepared that such financial information presents fairly in all material respects and in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Holdings and its Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate of said officer stating that any other information presented is true, correct and complete in all material respects and that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto cure such Default or Event of Default, and (iiiii) a schedule in a form reasonably satisfactory as to the Administrative amount of any reserves restored to EBITDA with a reasonably detailed description thereof. In addition, Holdings shall deliver to Agent and Lenders, within 45 days after the end of each Fiscal Quarter, a management's discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the computations used by corresponding period in the Borrower in determining compliance with the covenants contained in Section 5.04prior year; provided that the requirement of this sentence shall be deemed to be satisfied by Holdings' management's discussion and analysis as contained in Holdings' Quarterly Report on Form 10-Q for such Fiscal Quarter as filed with 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 GAAPSecurities and Exchange Commission.

Quarterly Financials. As soon as available and in any event within 60 not later than fifty (50) days after the end of each Fiscal Quarter of the first three quarters of each Parent (except for the Fiscal YearQuarter which ends on the date the Fiscal Year ends), a the respective unaudited Consolidated balance sheet sheets of the Parent and its Subsidiaries and the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement the related respective unaudited statements of income income, shareholders’ equity and a Consolidated statement of cash flows of the Parent and its Subsidiaries and the Borrower and its Subsidiaries for such Fiscal Quarter and the period commencing at the end of the previous fiscal quarter year and ending with the end of such fiscal quarter Fiscal Quarter, and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing corresponding figures as at the end of the previous Fiscal Year of, and ending with the end of such quarterfor, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of periods in the preceding Fiscal Year, all in reasonable detail and duly certified with respect to such statements (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) a Responsible Officer of the Borrower (or its managing general partner) Parent as having been prepared in accordance with GAAP, together with (i) a certificate Compliance Certificate duly executed by a Responsible Officer of said officer stating the Parent; provided that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as the Parent’s Total Indebtedness used to calculate the nature thereof Leverage Ratio and the action that Parent’s Senior Unsecured Indebtedness used to calculate the Borrower has taken Senior Unsecured Leverage Ratio in such Compliance Certificate shall be the Parent’s Total Indebtedness and proposes to take with respect thereto and the Parent’s Senior Unsecured Indebtedness, as applicable, as of the Status Reset Date during the Fiscal Quarter in which such Compliance Certificate was delivered, (ii) written notice of any anticipated material variation to an operating budget prepared pursuant to Section 5.05(c), and (iii) a schedule in report certified by a form reasonably satisfactory to the Administrative Agent Responsible Officer of the computations used Parent setting forth for each of the Hotel Properties owned or leased by the Borrower in determining compliance with Parent or any of its Subsidiaries for both the covenants contained in Section 5.04; provided that in Fiscal Quarter and Rolling Period just ended the event of any change in GAAP used in the preparation of such financial statementsrevenues, the Borrower shall also provideexpenses, if necessary the Net Income and the EBITDA for the determination of compliance with Section 5.04such Hotel Properties for such Fiscal Quarter or Rolling Period, a statement of reconciliation conforming such financial statements to GAAPas applicable.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of Fiscal Quarter (including, without limitation, the first three quarters of each last Fiscal Quarter in any Fiscal Year), a Consolidated balance sheet of the Borrower consolidated and consolidating financial information for Parent and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Parent, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding prior year and the figures contained in the Projections for such Fiscal Year, all prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). Such financial information shall be accompanied by (A) by a statement in reasonable detail (each, a “Compliance Certificate”) showing the chief financial officer (or person performing similar functions) calculations used in determining compliance with each of the Borrower Financial Covenants that is tested on a quarterly basis and (or its managing general partnerB) as having been prepared the certification of the Chief Financial Officer of Parent that (i) such financial information presents fairly in accordance with GAAPGAAP (subject to normal year-end adjustments) the financial position, together with results of operations and statements of cash flows of Parent and its Subsidiaries, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (iii) a certificate any other information presented is true, correct and complete in all material respects, (iii) all current and special payments required to have been made pursuant to applicable law in respect of said officer stating Canadian Pension Plans and all ERISA Plans have been made and (iv) that there was no Default has occurred and is continuing or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Parent shall deliver to Agent and Lenders, within forty-five (45) days after the action end of each Fiscal Quarter (including, without limitation, the last Fiscal Quarter of any Fiscal Year), a management discussion and analysis that the Borrower has taken includes a comparison to budget for that Fiscal Quarter and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory comparison of performance for that Fiscal Quarter to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that corresponding period 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 GAAPprior year.

Quarterly Financials. As soon as available To Agent and in any event Lenders, within 60 forty-five (45) days after the end of each of the first three quarters of each Fiscal YearQuarter, a Consolidated balance sheet of the Borrower consolidated (with respect to Parent and its Subsidiaries Subsidiaries) and consolidating financial information, certified by a Financial Officer of Borrower Representative, including (i) unaudited balance sheets as of the end close of such quarter Fiscal Quarter and a Consolidated statement the related statements of income and a Consolidated statement of (consolidated) cash flows flow for that portion of the Borrower and its Subsidiaries for the period commencing at the end Fiscal Year ending as of the previous fiscal quarter and ending with the end close of such fiscal quarter Fiscal Quarter and a Consolidated statement (ii) unaudited statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous such Fiscal Year and ending with the end of such quarterQuarter, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding date or period of in the preceding Fiscal Year, all prior year. All such consolidated Financial Statements shall be prepared in reasonable detail and duly certified accordance with GAAP (subject to normal year-end audit adjustments). Such financial information shall be accompanied by (A) by during any Financial Covenant Compliance Period, a statement substantially in the chief financial officer form of Exhibit C (or person performing similar functionseach, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) thea certification of a Financial Officer of Borrower Representative (or i) that (i) such financial information presents fairly (in the case of the consolidated Financial Statements with respect to Parent and its managing general partner) as having been prepared Subsidiaries, in accordance with GAAPGAAP (subject to normal year-end adjustments)) the financial position, together results of operations and statements of cash flows of Borrowers and their Subsidiaries, on both a consolidated (with respect to Parent and its Subsidiaries) and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended and (iii, (ii) a certificate setting forth the Unrestricted Cash Amount and Liquidity Amount as of said officer stating the end of such Fiscal Quarter, (iii) that no Default has occurred and is continuing Financial Covenant Compliance Period commenced during such Fiscal Quarter or, if a Financial Covenant Compliance Period commenced during such Fiscal Quarter, describing the date and cause of such commencement, (iv) any other information presented is true, correct and complete in all material respects and (v) that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof and the action that the Borrower has taken and proposes all efforts undertaken to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent cure such Default or Event of the computations used by the 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 GAAPDefault.