Common use of Quarterly Financials Clause in Contracts

Quarterly Financials. as soon as available and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, (a) copies of the unaudited condensed consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related unaudited condensed consolidated statements of income and cash flows of Company and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the prior Fiscal Year-end), all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAP, and (b) a narrative report describing the operations of Company and its Subsidiaries which report meets the requirements of Item 303 of Regulation S-K promulgated under the Securities Act for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that posting of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii);

Quarterly Financials. (a) as soon as available and in any event within forty-five (45) 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, (a) copies the consolidated balance sheets of the unaudited condensed consolidated balance sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related unaudited condensed consolidated statements of income operations and cash flows (including all required footnotes thereto) of Company the Borrower and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the prior Fiscal Year-end), all in reasonable detail and prepared by the Borrower in accordance with GAAP and certified by the chief financial officer of Company the Borrower that they fairly present, in all material respects, the financial condition of Company the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAPsubject to changes resulting from audit and normal year-end adjustments and the absence of footnote disclosure, and (b) with respect to the first three Fiscal Quarters of each Fiscal Year, the management’s discussion and analysis incorporated into the Borrower’s Form 10-Q delivered for such Fiscal Quarter or, if no such discussion and analysis has been delivered, a narrative report describing the operations of Company the Borrower and its Subsidiaries which report meets in the requirements of Item 303 of Regulation S-K promulgated under the Securities Act form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided it being understood and agreed that posting the delivery or availability of such information on the XXXXX Website Borrower’s Form 10-Q, if required, promptly following the filing thereof with the Commission shall satisfy the delivery requirements set forth in this clause (subject to the ordinary course of business shall constitute delivery for purposes of time periods set forth in this subsection 6.1(iiclause (ii));

Quarterly Financials. as soon as available and in any event within forty-five (45) 45 days after the end of each Fiscal Quarter of each Fiscal Year (other than the first three last Fiscal Quarters Quarter of each Fiscal Year), (a) copies of the unaudited condensed consolidated balance sheet of Company Parent and its Subsidiaries as at the end of such Fiscal Quarter fiscal period and the related unaudited condensed consolidated statements of income and cash flows of Company Parent and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal period, reviewed by Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Parent, setting forth in each case in comparative form (x) with respect to such statements of income, the corresponding figures for the corresponding periods for the previous Fiscal Year, and (y) with respect to such balance sheets, the corresponding figures as of the end of the previous Fiscal Year (except for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the prior Fiscal Year-end), all in reasonable detail and certified by the chief financial officer of Company Parent that they fairly present, in all material respects, the financial condition of Company Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; provided, prepared in accordance with GAAP, and (b) a narrative report describing that the operations delivery by Parent of Company quarterly reports on Form 10-Q of Parent and its consolidated Subsidiaries (which report meets shall include all material information contained in the Officers Certificate delivered in connection therewith pursuant to clause (c)) shall satisfy the requirements of Item 303 this Section 5.1(a). Following delivery of Regulation S-K promulgated under each quarterly report, the Securities Act for such Fiscal Quarter and for Holders will have the period from opportunity to review the beginning contents of the then current Fiscal Year to quarterly report with members of the end executive management of such Fiscal Quarter; provided that posting of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii);Parent, including without limitation Parents chief financial officer, subject to

Quarterly Financials. as soon as available and in any event within forty-five (45) 45 days after the end of each Fiscal Quarter of each Fiscal Year (other than the first three last Fiscal Quarters Quarter of each Fiscal Year), (a) copies of the unaudited condensed consolidated balance sheet of Company Parent and its Subsidiaries as at the end of such Fiscal Quarter fiscal period and the related unaudited condensed consolidated statements of income and cash flows of Company Parent and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal period, reviewed by Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Parent, setting forth in each case in comparative form (x) with respect to such statements of income, the corresponding figures for the corresponding periods for the previous Fiscal Year, and (y) with respect to such balance sheets, the corresponding figures as of the end of the previous Fiscal Year (except for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the prior Fiscal Year-end), all in reasonable detail and certified by the chief financial officer of Company Parent that they fairly present, in all material respects, the financial condition of Company Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; provided, prepared in accordance with GAAP, and (b) a narrative report describing that the operations delivery by Parent of Company quarterly reports on Form 10-Q of Parent and its consolidated Subsidiaries (which report meets shall include all material information contained in the Officer’s Certificate delivered in connection therewith pursuant to clause (c)) shall satisfy the requirements of Item 303 this Section 5.1(a). Following delivery of Regulation S-K promulgated under each quarterly report, the Securities Act for such Fiscal Quarter and for Holders will have the period from opportunity to review the beginning contents of the then current Fiscal Year to quarterly report with members of the end executive management of such Fiscal Quarter; provided that posting of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii);Parent, including without limitation Parent’s chief financial officer, subject to

Quarterly Financials. as As soon as available and in any event within forty-five (45) 45 days after the end close of each of the first three Fiscal Quarters fiscal quarters in each fiscal year of each Fiscal YearBorrower, (a) copies to the extent prepared to comply with SEC requirements, a copy of Borrower’s report on SEC Form 10-Q filed with the SEC for such fiscal quarter, or, if no such Form 10-Q was filed by Borrower, the unaudited consolidated condensed consolidated balance sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Quarter and fiscal quarter, the related unaudited consolidated condensed consolidated statements of income and cash flows of Company Borrower and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) fiscal quarter and for the period from the beginning elapsed portion of the then current Fiscal Year to fiscal year ended as of the end of such Fiscal Quarterfiscal quarter and the related unaudited consolidated condensed statement of cash flows of Borrower and its Subsidiaries for the elapsed portion of the fiscal year ended as of the end of such fiscal quarter, setting forth in each case in setting forth the comparative form the corresponding consolidated figures for the corresponding periods in the prior fiscal year of Borrower or, in the previous Fiscal Year (except for the unaudited condensed case of such consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the last day of the corresponding fiscal quarter in the prior Fiscal Year-end)fiscal year of Borrower, all in reasonable detail and of which shall be certified by the chief financial officer of Company that they Borrower as fairly present, presenting in all material respects, respects the consolidated financial condition of Company Borrower and its Subsidiaries as at the respective dates indicated and the results of their consolidated operations and their cash flows for each of the periods indicated, prepared in accordance with GAAP, subject to changes resulting from audit and (b) a narrative report describing the operations of Company and its Subsidiaries which report meets the requirements of Item 303 of Regulation Snormal year-K promulgated under the Securities Act for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that posting of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii)adjustments;

Quarterly Financials. as soon as available and in any event within forty-five (45) 50 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, (a) copies of the unaudited condensed consolidated balance sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Quarter and the related unaudited condensed consolidated statements of income income, stockholders’ equity and cash flows of Company Holdings and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except and the corresponding figures from the Financial Plan for the unaudited condensed consolidated balance sheetcurrent Fiscal Year, which will be compared and compliance with subsections 7.1(xii) (and to the condensed consolidated balance sheet for the prior Fiscal Year-endextent there is any interaction therewith, 7.1(xvi)), 7.3(xx) and 7.11 (as it relates to Affiliate Exposure only), all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Company Holdings that they fairly present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAPsubject to changes resulting from audit and normal year-end adjustments and the absence of footnotes, and (b) a narrative report describing the operations of Company Holdings and its Subsidiaries which report meets in the requirements of Item 303 of Regulation S-K promulgated under the Securities Act form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided provided, however, that posting Company may deliver to Administrative Agent in lieu of such information narrative report copies of the unaudited quarterly report filed by Holdings with the Securities and Exchange Commission on the XXXXX Website Form 10-Q in the ordinary course respect of business shall constitute delivery for purposes of this subsection 6.1(ii);such Fiscal Quarter; 101

Quarterly Financials. as soon as available and in any event within forty-five (45) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, (a) copies of the unaudited condensed consolidated balance sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Quarter and the related unaudited condensed consolidated statements of income income, stockholders’ equity and cash flows of Company Holdings and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except and the corresponding figures from the Financial Plan for the unaudited condensed consolidated balance sheetcurrent Fiscal Year, which will be compared to the condensed consolidated balance sheet extent prepared for the prior such Fiscal Year-end)Quarter, all in reasonable detail reasonably satisfactory to Administrative Agent and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAPsubject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company Holdings and its Subsidiaries which report meets the requirements of Item 303 of Regulation S-K promulgated under the Securities Act for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such fiscal quarter; provided, however, that, so long as Holdings is required to file reports under Section 13 of the Exchange Act, the requirements of this paragraph shall be deemed satisfied (including the requirements to deliver monthly financial statements) by the delivery of the quarterly financials of Holdings on Form 10-Q for the relevant Fiscal Quarter; provided that posting , signed by the duly authorized officer or officers of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii)Holdings;

Quarterly Financials. as soon as available and in any event within forty-five (45) 45 days after the end of each of Accounting Quarter (other than for the first three Fiscal Quarters of fourth Accounting Quarter in each Fiscal Year), (a) copies of the unaudited condensed consolidated balance sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Accounting Quarter and the related unaudited condensed consolidated statements of income income, stockholders' equity and cash flows of Company Holdings and its Subsidiaries for such Fiscal Accounting Quarter (with respect to condensed consolidated statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Accounting Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except and the corresponding figures from the Financial Plan for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the prior current Fiscal Year-end), all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Company Holdings that they fairly present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAPsubject to changes resulting from audit and normal year-end adjustments and the absence of footnotes, and (b) a narrative report describing the operations of Company Holdings and its Subsidiaries which report meets in the requirements of Item 303 of Regulation S-K promulgated under the Securities Act form prepared for presentation to senior management for such Fiscal Accounting Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Accounting Quarter; provided , it being understood that posting (x) the delivery by Holdings of such information on its Form 10-Q as filed with the XXXXX Website in Securities and Exchange Commission shall satisfy the ordinary course of business shall constitute delivery for purposes requirements of this subsection 6.1(ii6.1(i) and (y) the delivery by Borrower of its Form 10-Q as filed with the Securities and Exchange Commission shall satisfy the requirements of Holdings under (but only under) preceding clause (b) of this subsection 6.1(i);

Quarterly Financials. as soon as available and in any event To Agent, within forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year, consolidated (aand, upon request of Agent, consolidating) copies financial information regarding Borrowers and their Subsidiaries, certified by the chief financial officer or treasurer of Borrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited condensed statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Borrowers’ current operating plan described in clause (c) below for such Fiscal Year, all prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the Financial Covenant (regardless of whether the Financial Covenant is applicable with respect to such calculation during such period) and (B) the certification of the chief financial officer or treasurer of Borrower Representative that (i) such consolidated balance sheet financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments and the absence of Company footnotes) the financial position, results of operations and its Subsidiaries statements of cash flows of Borrowers and their Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and the related unaudited condensed consolidated statements of income and cash flows of Company and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) and for the period from the beginning that portion of the then current Fiscal Year then ended, (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default and (iii) that all lease or rental payments have been made as to each leased or rented location at which material Collateral is located or, if there has been a failure to make such a payment during such period, describing the nature thereof and the efforts to remedy such failure. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of such each of the first three (3) Fiscal QuarterQuarters of each Fiscal Year, setting forth in each case in comparative form a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding figures for the corresponding periods of the previous Fiscal Year (except for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for period in the prior Fiscal Year-end), all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAP, and (b) a narrative report describing the operations of Company and its Subsidiaries which report meets the requirements of Item 303 of Regulation S-K promulgated under the Securities Act for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that posting of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii);year.

Quarterly Financials. as soon as available and in any event within forty-five (45) 45 days after the end of each of Accounting Quarter (other than for the first three Fiscal Quarters of fourth Accounting Quarter in each Fiscal Year), (a) copies of the unaudited condensed consolidated balance sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Accounting Quarter and the related unaudited condensed consolidated statements of income income, stockholders' equity and cash flows of Company Holdings and its Subsidiaries for such Fiscal Accounting Quarter (with respect to condensed consolidated statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Accounting Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except and the corresponding figures from the Financial Plan for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the prior current Fiscal Year-end), all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Company Holdings that they fairly present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAPsubject to changes resulting from audit and normal year-end adjustments and the absence of footnotes, and (b) a narrative report describing the operations of Company Holdings and its Subsidiaries which report meets in the requirements of Item 303 of Regulation S-K promulgated under the Securities Act form prepared for presentation to senior management for such Fiscal Accounting Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Accounting Quarter; provided , it being understood that posting (x) the delivery by Holdings of such information on its Form 10-Q as filed with the XXXXX Website in Securities and Exchange Commission shall satisfy the ordinary course of business shall constitute delivery for purposes requirements of this subsection 6.1(ii6.1(i) and (y) the delivery by Company of its Form 10-Q as filed with the Securities and Exchange Commission shall satisfy the requirements of Holdings under (but only under) preceding clause (b) of this subsection 6.1(i);

Quarterly Financials. as soon as available and in any event within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Yearyear, (ai) copies of the unaudited condensed consolidated balance sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Quarter and the related unaudited condensed consolidated statements of income income, stockholders’ equity and cash flows of Company Holdings and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except and the corresponding figures from the Financial Plan for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the prior current Fiscal Year-end), all in reasonable detail and certified by the chief financial officer a Financial Officer of Company Holdings that they fairly present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared subject to changes resulting from audit and normal year-end adjustments, (ii) the unaudited consolidating balance sheets of Holdings and its Subsidiaries and related consolidating statements of operations as of the end of and for such Fiscal Quarter (which unaudited consolidating financial statements shall be in accordance with GAAPa format reasonably satisfactory to the Lender), all certified by a Financial Officer of Holdings as presenting fairly in all material respects the financial condition and results of operations of Holdings and its Subsidiaries on a consolidating basis, and (biii) a written analysis or narrative report describing the operations of Company Holdings and its Subsidiaries which report meets the requirements of Item 303 of Regulation S-K promulgated under the Securities Act for such Fiscal Quarter in form reasonably satisfactory to Lender and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that posting of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii);AM 27446811.10 56

Quarterly Financials. as soon as available and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, (a) copies of the unaudited condensed consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related unaudited condensed consolidated statements of income and cash flows of Company and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the prior Fiscal Year-end), all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAP, and (b) a narrative report describing the operations of Company and its Subsidiaries which report meets the requirements of Item 303 of Regulation S-K promulgated under the Securities Act for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that posting of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii);

Quarterly Financials. as As soon as available and in any event within forty-five not later than fifty (4550) days after the end of each Fiscal Quarter of the first three Parent (except for the Fiscal Quarters of each Quarter which ends on the date the Fiscal YearYear ends), (a) copies the unaudited Consolidated balance sheets of the unaudited condensed consolidated balance sheet of Company Parent and its Subsidiaries as at of the end of such Fiscal Quarter quarter and the related unaudited condensed consolidated statements of income income, shareholders’ equity and cash flows of Company the Parent and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) and for the period from commencing at the beginning end of the then current Fiscal Year to previous year and ending with the end of such Fiscal Quarter, setting forth in each case in comparative form and the corresponding figures for as at the end of, and for, the corresponding periods in the preceding Fiscal Year, all duly certified with respect to such statements (subject to reasonable year-end audit adjustments) by a Responsible Officer of the previous Fiscal Year (except for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the prior Fiscal Year-end), all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries Parent as at the dates indicated and the results of their operations and their cash flows for the periods indicated, having been prepared in accordance with GAAP, and together with (bi) a narrative report describing property-level operating statements with respect to each of those seven real estate assets wholly owned by the operations of Company Borrower and its Subsidiaries which report meets on the requirements of Item 303 of Regulation S-K promulgated under the Securities Act for such Fiscal Quarter Effective Date and for the period from the beginning (ii) a Compliance Certificate duly executed by a Responsible Officer of the then current Fiscal Year to the end of such Fiscal QuarterParent; provided that posting the Total Indebtedness used to calculate the Leverage Ratio in such Compliance Certificate shall be the Total Indebtedness as of the Status Reset Date during the Fiscal Quarter in which such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii);Compliance Certificate was delivered.

Quarterly Financials. as As soon as available and in any event within forty-five 45 days (45or, if SEC Form 12b-25 is filed in respect of such fiscal quarter, 50 days) days after the end of each of the first three Fiscal Quarters quarterly fiscal periods of each Fiscal Yearfiscal year, (a) copies of the unaudited condensed consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related unaudited condensed consolidated statements of income and operations, cash flows and stockholders' equity of Company Borrower and its Consolidated Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) period and for the period from the beginning of the then current Fiscal Year respective fiscal year to the end of such Fiscal Quarterperiod, and the related consolidated balance sheet of Borrower and its Consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form (i) the corresponding figures consolidated statements of operations, cash flows and stockholders' equity for the corresponding periods in the preceding fiscal year (provided that for purposes of any fiscal quarter ending on or prior to the first anniversary of the previous Fiscal Year Amendment and Restatement Date, this clause (except i) shall only require pro forma consolidated statements of operations for the unaudited condensed consolidated balance sheetcorresponding periods in the preceding fiscal year that give effect to the Amended and Restated Transactions and all other Acquisitions that shall have occurred during the preceding fiscal year as if they occurred on the first day of the preceding fiscal year) and (ii) the corresponding budget or plan for such period, accompanied by a certificate of a Responsible Officer of Borrower, which will be compared to certificate shall state that said consolidated financial statements fairly present the condensed consolidated balance sheet for the prior Fiscal Year-end)financial condition, all in reasonable detail results of operations and certified by the chief financial officer cash flows of Company that they fairly present, in all material respects, the financial condition of Company Borrower and its Consolidated Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAP, consistently applied, as at the end of, and for, such period (bsubject to normal year-end audit adjustments); in addition, Borrower shall provide consolidated financial statements for Foreign Subsidiaries (if any) a narrative report describing the operations of Company and its Subsidiaries which report meets the requirements of Item 303 of Regulation S-K promulgated under the Securities Act for such Fiscal Quarter and for the period from same periods in fiscal years 2000 and thereafter substantially consistent with the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that posting of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii)foregoing;

Quarterly Financials. as soon as available and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, (a) copies of the unaudited condensed consolidated and consolidating balance sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related unaudited condensed consolidated and consolidating statements of income and cash flows of Company and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated and consolidating statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except for the unaudited condensed consolidated and consolidating balance sheet, which will be compared to the condensed consolidated and consolidating balance sheet for the prior Fiscal Year-end), all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAP, and (b) a narrative report describing the operations of Company and its Subsidiaries which report meets the requirements of Item 303 of Regulation S-K promulgated under the Securities Act for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that posting of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii)) to the extent such posting provides all information required by this clause (ii) including consolidating financial statements;

Quarterly Financials. as soon as available and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, (a) copies of the unaudited condensed consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related unaudited condensed consolidated statements of income and cash flows of Company and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except for the unaudited condensed consolidated balance sheet, which will be compared to the condensed consolidated balance sheet for the prior Fiscal Year-end), all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with GAAP, and (b) a narrative report describing the operations of Company and its Subsidiaries which report meets the requirements of Item 303 of Regulation S-K promulgated under the Securities Act for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that posting of such information on the XXXXX Website in the ordinary course of business shall constitute delivery for purposes of this subsection 6.1(ii)) ;