Common use of Quarterly Financials Clause in Contracts

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, 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 a Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially the form of Exhibit B of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, a Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and a Consolidated statement consolidated statements of income and a Consolidated 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 consolidated statements of income and a Consolidated 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 a Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a compliance certificate of said officer (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iiB) that includes or to which is attached a schedule in substantially form satisfactory to the form of Exhibit B 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 45 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 a Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Sections 5.04(a) through (d), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal YearYear (or, a if earlier, within five Business Days after such date as the Guarantor is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated balance sheet sheets of the Borrower Guarantor 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 Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower Guarantor and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Yearyear, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by a the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Borrower Guarantor as having been prepared in accordance with GAAP, together with (i) a certificate Compliance Certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is its continuing, a statement as to the nature thereof and the action that the Borrower Guarantor has taken and proposes to take with respect thereto and (ii) a schedule in substantially form reasonably satisfactory to the form of Exhibit B Agent of the computations used by the Borrower Guarantor in determining compliance with the covenants contained in Section 5.04Clause 18 (Financial Covenants).

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year, 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 a Financial Officer 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 substantially a form reasonably satisfactory to the form of Exhibit B Paying 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 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, a Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and a Consolidated statement consolidated statements of income and a Consolidated 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 consolidated statements of income and a Consolidated 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 a Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer (A) setting forth in reasonably detail the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iiB) that includes or to which is attached a schedule in substantially form satisfactory to the form of Exhibit B 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 45 Within 60 days after the end of each of the first three quarters of each Fiscal Year, a 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, all in reasonable detail and duly certified by the senior Financial Officer of the Parent as having been prepared in accordance with generally accepted accounting principles (subject to normal year-end audit adjustments) by a Financial Officer adjustments and absence of the Borrower as having been prepared in accordance with GAAPfootnotes), 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 Loan Parties have taken and proposes to take with respect thereto and (ii) a schedule in substantially form reasonably satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Parent in determining compliance with the covenants contained in Section 5.04; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 40 days after the end of each of the first three quarters of each Fiscal YearYear (or (x) in respect of the fiscal quarter ending March 31, 2009, within 60 days after the end of each such quarter or (y) or such earlier date as the Borrower may be required by the SEC to deliver its Form 10-Q), a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter 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 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 Year and ending with the end of such quarter, setting forth forth, in each case in comparative form the corresponding figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Responsible Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) thereto, together with a schedule in substantially form reasonably satisfactory to the form of Exhibit B Initial Lenders of the computations used by in determining, as of the Borrower in determining end of such fiscal quarter, compliance with the covenants contained in Section Sections 5.02(k) and 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 Sections 5.02(k) and 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, (i) a 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) beginning with the fiscal quarter ending September 30, 2005, a Financial Covenants Certificate stating the Borrower’s calculation of the ratios set forth in Section 5.02(r) for such fiscal quarter with supporting documentation, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a the Chief Financial Officer of the Borrower Parent as having been prepared in accordance with GAAP, together GAAP (with respect to item (i)), and (iii) a certificate Financial Covenants Certificate stating that the representations and warranties in each Loan Document are correct in all material respects on and as of said officer stating 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 has taken and proposes to take with respect thereto and (ii) a schedule in substantially the form of Exhibit B of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04thereto.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a 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, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Responsible Officer of the Borrower Parent as having been prepared in accordance with GAAPGAAP (other than the absence of footnotes), together with (i) a certificate on behalf of said officer Parent signed by a Responsible Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Parent has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Parent in determining compliance with the covenants contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide a reconciliation of such financial statements to former GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet sheets of the Borrower Parent 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 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 statements 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, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a the Chief Financial Officer (or person performing similar functions) of the Borrower Parent as having been prepared in accordance with GAAPGAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of said 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 Parent has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Parent in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet sheets of the US Borrower and its Subsidiaries as and related Consolidated statements of the end of such quarter operation 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 statements of income operation 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 a the Chief Financial Officer or Treasurer of the US Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the US Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form reasonably satisfactory to the form of Exhibit B Administrative Agent of the computations used by the US Borrower in determining compliance with the covenants contained in Section 5.04; provided, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the US Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet sheets of the Borrower General Partner and its Subsidiaries as of the end of such quarter and a Consolidated statement statements of income and income, a Consolidated statement of cash flows and stockholders’ equity of the Borrower General Partner 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 statements of income and , a Consolidated statement of cash flows and stockholders’ equity of the Borrower General Partner 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 a Financial Officer the chief financial officer (or person performing similar functions) of the Borrower 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 General Partner has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower General Partner 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 General Partner shall also provide a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated and consolidating balance sheet sheets of the Borrower USI 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 USI 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 USI 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 a the Chief Financial Officer of the Borrower USI 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 USI has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Debt Coordinator of the computations used by the Borrower USI in determining compliance with the covenants contained in Section 5.046.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, USI shall also provide, if necessary for the determination of compliance with Section 6.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 Within 60 days after the end of each of the first three quarters of each Fiscal Year, a 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, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Responsible Officer of the Borrower Parent as having been prepared in accordance with GAAPGAAP (other than the absence of footnotes), together with (i) a certificate on behalf of said officer Parent signed by a Responsible Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Parent has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Parent in determining compliance with the covenants contained covenant set forth in Section 5.045.05.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year, 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 a the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.045.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three 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 a Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Joint Lead Arrangers 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 45 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower AYE 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 AYE 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 quarter, as filed with the end of such quarterSEC, 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 a the Chief Financial Officer of the Borrower AYE 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 AYE has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower AYE 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, AYE shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, a Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and a Consolidated statement consolidated statements of income and a Consolidated 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 consolidated statements of income and a Consolidated 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 a Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iiB) that includes or to which is attached a schedule in substantially form satisfactory to the form of Exhibit B 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 45 Within 60 days after the end of each of the first three quarters of each Fiscal Year, a 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, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Responsible Officer of the Borrower Parent as having been prepared in accordance with GAAPGAAP (other than the absence of footnotes), together with (i) a certificate on behalf of said officer Parent signed by a Responsible Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Parent has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Parent in determining compliance with the covenants contained in Section 5.04a pro forma calculation of a Leverage Ratio.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, 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 a Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule certificate in substantially the form of Exhibit B of E hereto demonstrating 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 The Borrower shall provide, or shall cause to be provided, to the Lenders, as soon as available and available, but in any event within 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 March 31, 2020), a Consolidated consolidated and consolidating balance sheet of the Borrower and its Subsidiaries (excluding, in the case of Foreign Subsidiaries, consolidating balance sheets) 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 consolidating statements of income or operations for such fiscal quarter and a Consolidated statement for the portion of the Borrower’s fiscal year then ended (excluding, in the case of Foreign Subsidiaries, 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 quarteror operations), 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 and duly detail, such consolidated statements to be certified (subject to normal year-end audit adjustments) by a Financial Officer the chief executive officer, chief financial officer, treasurer or controller of the Borrower as having been prepared fairly presenting the financial condition, results of operations, shareholders’ equity and cash flow of each Credit Party and its Subsidiaries in accordance with GAAP; provided that, together with (i) notwithstanding the foregoing, any such income statement and balance sheet may be subject to certain expected material impairments, including any associated tax adjustments, and may otherwise be incomplete as 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 substantially the form of Exhibit B result of the computations used by impact of the Borrower Chapter 11 Cases, including, but not limited to, any inconsistencies in determining compliance with the covenants contained in Section 5.04accounting periods covered thereby as result of the commencement of the Chapter 11 Cases on the Petition Date.

Quarterly Financials. (i) As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries Financial Covenants Parties 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 Financial Covenants Parties 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 Financial Covenants Parties 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 a the Chief Financial Officer of the Borrower applicable Financial Covenants Party 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 substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Financial Covenants Parties 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 Financial Covenants Parties shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters Fiscal Quarters of each Fiscal YearYear of GNCI, a Consolidated balance sheet sheets of the Borrower GNCI and its Subsidiaries as of the end of such quarter Fiscal Quarter and a Consolidated statement statements of income income, cash flow of, and a Consolidated statement changes in stockholders' equity 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 GNCI 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 year to date figures for such Fiscal Quarter, the corresponding Fiscal Quarter in the preceding Fiscal Year and the year to date figures for the corresponding date or period of Fiscal Quarter in the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustmentsadjustments and to the absence of footnote disclosure) by a Financial Officer the chief financial officer of the Borrower GNCI as having been prepared in accordance with GAAP, together with (i) a certificate of said the chief financial officer of GNI 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 GNI has taken and proposes to take with respect thereto and thereto, (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower GNCI in determining compliance as of the end of such Fiscal Quarter with the covenants contained in Section 5.04Sections 5.02 and 5.04 (other than 5.04(b)) and (iii) a management and financial report, including a schedule of Funded Indebtedness, a report of same store sales for such Fiscal Quarter, and a management discussion of results from operations for such Fiscal Quarter.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, 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 a Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in substantially form satisfactory to the form of Exhibit B 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 and a statement of reconciliation satisfactory to the Administrative Agent for the Borrower on a stand-alone basis.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet sheets of the Borrower Parent 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 Parent and its Subsidiaries for the period commencing at the end of the 77 previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement statements 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, all in reasonable detail and duly certified (subject to normal year-end year‑end audit adjustments) by a the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Borrower Parent as having been prepared in accordance with GAAPGAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of said such officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Parent has taken and proposes to take with respect thereto and (ii) a schedule in substantially form reasonably satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Parent in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated consolidated balance sheet sheets of the Borrower Parent Guarantor and its Subsidiaries as of the end of such quarter and a Consolidated statement consolidated 66 statements of income and a Consolidated statement of cash flows of the Borrower Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement consolidated statements of income and a Consolidated consolidated statement of cash flows of the Borrower Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a the Chief Financial Officer (or person performing similar functions) of the Borrower Parent Guarantor as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Parent Guarantor has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Parent Guarantor in determining compliance with the covenants contained in Section 5.04.

Quarterly Financials. As soon as available and in any event within 45 47 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 Company and its Subsidiaries as of the end of such quarter and a Consolidated statement and, to the extent required by the auditor of the Company and its Subsidiaries consolidating statements of income and a Consolidated statement of cash flows of the Borrower Company and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a (except for the Consolidated statement of cash flows, which shall be on a year to date basis) and Consolidated and, to the extent required by the auditor of the Company and its Subsidiaries, consolidating statements of income and a Consolidated statement of cash flows of the Borrower Company and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes) by a the Chief Financial Officer of the Borrower Company as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the such action that the Borrower Company has taken and proposes to take with respect thereto and (ii) a schedule in substantially to the form extent the Company has entered into any Hedge Agreement permitted under Section 7.2(b)(iii)(E), detailed information as to the relevant amounts and terms of Exhibit B of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04such Hedge Agreements.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated and consolidating balance sheet sheets of the Borrower Parent 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 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 and consolidating statements 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, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a the Chief Financial Officer (or person performing similar functions) of the Borrower Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer in substantially the form of Exhibit E hereto 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 Parent has taken and proposes to take with respect thereto and (ii) a schedule in substantially the form of Exhibit B of the computations used by the Borrower Parent in determining compliance with the covenants contained in Section 5.04, PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a 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 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 a the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B First Lien 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 generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, 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 adjustmentsadjustments and the absence of footnotes) by a Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Sections 5.04(a) through (d), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet of the Initial 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 Initial 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 Initial 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 adjustmentsadjustments and the absence of footnotes) by a the Chief Financial Officer of the Initial Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that that, to such officer’s knowledge, 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 Initial Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially a form reasonably satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Initial Borrower in determining compliance with the covenants contained in Section 5.04; provided that, in the event of any material change in generally accepted accounting principles used in the preparation of such financial statements, the Initial Borrower shall also provide a reconciliation of such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 50 days after the end of each of the first three quarters of each Fiscal Year, 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 a the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained Financial Performance Covenants; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.045.03(c) to the extent such quarterly reports include the information specified herein).

Quarterly Financials. As soon as available and in any event within 45 55 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 a Financial Officer 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 substantially a form reasonably satisfactory to the form of Exhibit B Paying 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 45 days after the end of each of the first three quarters of each Fiscal Yearfiscal quarter, commencing June 30, 2000, a Consolidated balance sheet of the Borrower and its Subsidiaries Subsidiaries, in each case as of the end of such fiscal quarter and a Consolidated statement statements of income operations and a Consolidated statement of cash flows of the Borrower and its Subsidiaries 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 Consolidated statement statements of income operations 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 fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter and Fiscal Year-to-date or period of the preceding Fiscal Year and the corresponding figures for the corresponding month and Fiscal Year-to-date period of the annual forecast previously delivered pursuant to Section 5.03(d), all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with GAAPBorrower, together with (iA) 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 thereto, (iiB) a schedule in substantially form satisfactory to the form of Exhibit B Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04Sections 5.04(a) through (d), and (C) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 no later than one (1) Business Day after the Borrower files its quarterly report on Form 10-Q with the United States Securities and Exchange Commission, but in no event later than 50 days after the end of each of the first three quarters of each Fiscal Year, 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 a the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule Compliance Certificate, provided that in substantially the form event of Exhibit B any change in generally accepted accounting principles used in the preparation of the computations used by such financial statements, the Borrower in determining compliance with the covenants contained in Section 5.04shall also provide a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year, 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 a the Chief Financial Officer (or person performing similar functions) of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Paying 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 Alliance Credit Agreement 84 84 the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, 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 a the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially the form of Exhibit B F of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, 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 a Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in substantially form satisfactory to the form of Exhibit B 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. Steel Dynamics – Credit Agreement Back to Contents

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of quarter during each Fiscal Year, a Consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated and consolidating 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 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 Yearfiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Officer the Vice President-Finance or Treasurer of the Borrower as having been prepared in accordance with US 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 substantially Certificate of Compliance respecting and, if requested by the form of Exhibit B of Administrative Agent, attaching 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 US GAAP used in the preparation of such financial statements, the Borrower shall also provide, together with such financial statements, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to US GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet of the U.S. Borrower and its Subsidiaries 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 (A) the preceding Fiscal Year, and (B) the applicable annual forecast delivered pursuant to Section 5.03(f), all in reasonable detail and duly certified (subject to normal year-year end audit adjustments) by a Financial Officer the chief financial officer of the such Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the such Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the U.S. Borrower in determining compliance with the covenants contained in Sections 5.02(j) and 5.04 (including, for purposes of determining compliance with Section 5.04(b), the aggregate amount of Restructuring Charges incurred as of the end of such Fiscal Quarter); 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 Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP used to prepare the financial statements referred to in Section 4.01(f)(i).

Quarterly Financials. As soon as available and in any event within Within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and a Consolidated statement statements of income and a Consolidated statement of cash flows flow 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 statements of income and a Consolidated statement of cash flows flow 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 fiscal 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 a Financial Officer the corporate controller or chief financial officer or principal financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Sections 5.04(a) through (d), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 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 a Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and thereto, (ii) a certificate of said officer specifically confirming compliance by the Borrower with Section 6.01(r) and (iii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the covenants covenant contained in Section 5.046.04, 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 6.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such 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 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 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 a Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a an Event of Default or Unmatured 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 substantially the form of Exhibit B to the Syndicated Credit Agreement of the computations used by the Borrower in determining in compliance with the covenants contained in Section 5.045.3 of this Agreement.

Quarterly Financials. As soon as available and in any event within Within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and a Consolidated statement statements of income and a Consolidated statement of cash flows flow 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 statements of income and a Consolidated statement of cash flows flow 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 fiscal 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-year - end audit adjustments) by a Financial Officer the corporate controller or chief financial officer or vice president of finance or any other principal financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Sections 5.04(a) through (d), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, 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 YearYear (which financial statements, in the case of the financial statements for the fiscal quarter ended March 31, 1998, shall have received an SAS 71 review from Coopers & Lybrxxx xx other independent public accountants of recognized standing acceptable to the Required Lenders), all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Sections 5.04(a) through (c), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet sheets of the Borrower Parent Guarantor 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 Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower Parent Guarantor as having been prepared in accordance with GAAPgenerally accepted accounting principles (it being acknowledged that a copy of the quarterly financials filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), 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 Parent Guarantor has taken and proposes to take with respect thereto thereto, and (ii) a schedule in substantially form reasonably satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Parent Guarantor in determining compliance with the covenants contained in Section 5.04.87 Digital Realty - Term Loan Agreement

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower and its Subsidiaries Subsidiary Parties 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 Subsidiary Parties 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 Subsidiary Parties 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 a Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the amount limitations contained in the covenants contained in Sections 5.02(a)(ii), 5.02(a)(iii), 5.02(a)(v)(C), 5.02(a)(vi)(G), 5.02(a)(vii)(A)(5), 5.02(a)(xvii), 5.02(b)(ii), 5.02(b)(iv)(C), 5.02(b)(v)(G), 5.02(b)(vi)(a)(5) and 5.02(b)(xi) and the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within -------------------- 45 days after the end of each of the first three quarters of each Fiscal Yearfiscal year, a Consolidated and consolidating balance sheet sheets of the Borrower Lessee 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 Lessee 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 such period (on a quarterly and year-to-date basis from the forecast delivered pursuant to Section 28.4(l)) and the corresponding date or figures for the corresponding period of the preceding Fiscal Yearfiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Officer the chief executive officer or chief financial officer of the Borrower Lessee as having been prepared in accordance with GAAP, together with (i) a certificate of said such officer stating that the representations, warranties and covenants in Section 28.1 are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Lessee has taken and proposes to take with respect thereto thereto, and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Agent of the computations used by the Borrower Lessee in determining compliance with the covenants contained in Sections 28.3(a), (b), (d), (e), (f) and 28.5; provided that in the event -------- of any change in generally accepted accounting principles used in the preparation of such financial statements, Lessee shall also provide, if necessary for the determination of compliance with Section 5.04.28.5, a statement of reconciliation conforming such financial statements to GAAP. Notwithstanding the foregoing, however, Lessee shall not be required to report consolidating numbers with respect to Smart & Final de Mexico, S.A. de C.V.

Quarterly Financials. As soon as available and in any event within 45 -------------------- days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet sheets of the Borrower Parent 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 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 statements 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, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by a the Chief Financial Officer of the Borrower Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Parent has taken and proposes to take with respect thereto and (ii) a schedule in substantially form reasonably satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Parent in determining compliance with the covenants contained in Section 5.045.04 (which schedule shall include a statement as to the ratio of the aggregate Collateral Value to the Letter of Credit Outstandings as of the end of each calendar month during the period covered by such financial statements).

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower Parent Guarantor and its Subsidiaries as of the end of such quarter quarter, and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter quarter, and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Officer the chief financial officer (or person performing similar functions) of the Borrower Parent Guarantor as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Parent Guarantor or the Borrower, as the case may be, has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Parent Guarantor and the Borrower in determining compliance with the covenants contained in Sections 5.02(o) and 5.04, provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.02(o) and/or 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year, 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 a the Chief Financial Officer (or person performing similar functions) of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Paying 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 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 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 such period (on a quarterly and year-to-date basis from the forecast delivered pursuant to Section 6.03(l)) and the corresponding date or figures for the corresponding period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Officer the chief executive officer, chief financial officer, treasurer or controller of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that the representations and warranties in Section 5.01 are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f) and 6.04; provided that in the event of any change -------- in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04., a statement of reconciliation conforming such financial statements to GAAP. Notwithstanding the foregoing, however, Borrower shall not be required to report consolidating numbers with respect to Smart & Final de Mexico, S.A. de C.V.

Quarterly Financials. As soon as available and in any event within 45 not later than forty-five days after the end of each of the first three quarters of each Fiscal Year, a fiscal year of the Parent: (i) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries Parent as of the end of such quarter and a the unaudited Consolidated statement statements of income income, operations, changes in shareholders’ equity, retained earnings, and a Consolidated statement of cash flows of the Borrower and its Subsidiaries Parent 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 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement with the end of such quarter, setting forth (as applicable) in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Yearfiscal year, all in reasonable detail and duly certified with respect to such statements (subject to normal year-end audit adjustments) by a Financial Officer the chief financial officer of the Borrower Parent or the Borrower, on behalf of the Parent, as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) together with the unaudited financials required above, a schedule in substantially the form of Exhibit B Compliance Certificate executed by a Responsible Officer with attached unaudited financial information as of the computations used by end of such fiscal quarter with respect to the Borrower “HEP Segment” as defined in, and consistent in determining compliance form and substance with such financial information for such “HEP Segment” as set forth in, the Parent’s report on Form 10-Q for the fiscal quarter ended September 30, 2023 as filed with the covenants contained in Section 5.04.SEC;

Quarterly Financials. (i) As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet sheets of the Borrower Company 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 Company and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower Company and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Designated Officer of the Borrower Company as having been prepared in accordance with GAAP, together with (iA) a certificate of said officer stating that no Default has occurred and is continuing or, if a 116 Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Company has taken and proposes to take with respect thereto and (iiB) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Company 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 Company shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 40 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 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 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 Year and ending with the end of such quarter, setting forth forth, in each case in comparative form the corresponding figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Responsible Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) thereto, together with a schedule in substantially form reasonably satisfactory to the form of Exhibit B Administrative Agent of the computations used by in determining, as of the Borrower in determining end of such fiscal quarter, compliance with the covenants contained in Section Sections 5.02(k) and 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 Sections 5.02(k) and 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a 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, all in reasonable detail and duly certified (subject to normal year-year end audit adjustmentsadjustments and the absence of footnotes) by a the Chief Financial Officer of the Borrower Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Parent has taken and proposes to take with respect thereto and (ii) a schedule in substantially form reasonably satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower Parent in determining compliance with the covenants contained in Section 5.046.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent shall also provide a reconciliation of such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, 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 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 such period (on a quarterly and year-to-date basis from the forecast delivered pursuant to Section 6.03(l)) and the corresponding date or figures for the corresponding period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Financial Officer the chief executive officer, chief financial officer, treasurer or controller of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that the representations and warranties in Section 5.01 are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f) and 6.04; provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04.6.04, a statement of reconciliation conforming such financial statements to GAAP. Notwithstanding the foregoing, however, Borrower shall not be required to report consolidating numbers with respect to Smart & Final de Mexico, S.A. de C.V.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal YearYear (or, in the case of the first fiscal quarter of Fiscal Year 2003, within 90 days thereafter), 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 a the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Required Lenders of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.045.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year, 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 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 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 a Financial Officer the senior financial officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B 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 generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 not later -------------------- than 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 unaudited Consolidated balance sheet sheets of the Borrower Parent and its Subsidiaries as of the end of such quarter and a Consolidated statement the related unaudited statements of income income, shareholders' equity and a Consolidated statement of cash flows of the Borrower Parent 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 a Financial Responsible Officer of the Borrower 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 that no Default has occurred and is continuing orthe Parent, 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 substantially the form of Exhibit B report certified by a Responsible Officer of the computations used Parent setting forth for each Hospitality Property owned or operated by the Parent or any of its Subsidiaries as of the end of such Fiscal Quarter the Adjusted EBITDA for such Hospitality Property for the Rolling Period then ended, both in total and by Fiscal Quarter for such Rolling Period; provided that for those Hospitality Properties for -------- which the Parent or any of its Subsidiaries is only a manager, the Borrower in determining compliance with shall only be obligated to use the covenants contained in Section 5.04Borrower's best efforts to provide the information required by this clause (ii) and shall not be obligated to disclose any confidential information.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a 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 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 a the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in substantially form satisfactory to the form of Exhibit B Second Lien 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 generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, 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 a the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in substantially form satisfactory to the form of Exhibit B 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 and a statement of reconciliation satisfactory to the Administrative Agent for the Borrower on a stand-alone basis.