Common use of Quarterly Statements Clause in Contracts

Quarterly Statements. As soon as available and in any event within 45 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy of: (1) consolidated and consolidating balance sheets of the Borrower and its Restricted Subsidiaries as of the close of such quarter and, in the case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (2) consolidated and consolidating statements of income and retained earnings of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, by an authorized financial officer of the Borrower;

Quarterly Statements. As soon as available available, and in any event within 45 days after the end close of each quarterly fiscal period (except the last) of each fiscal year, a copy of: (1) consolidated and consolidating balance sheets of the Borrower first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2023), (i) a consolidated balance sheet and its Restricted Subsidiaries income statement of the Parent as of the close end of such quarter andfiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in the each case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (2) consolidated and consolidating statements of income and retained earnings of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and certified as complete reasonably acceptable to the Administrative Agent, and correct, accompanied by a certificate of an authorized financial officer Executive Officer of the Borrower;Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10-Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes.

Quarterly Statements. As soon as available and in any event -------------------- within 45 50 days after the end of each of the first three quarterly fiscal periods in each fiscal year of the Company, (i) an unaudited consolidated balance sheet of the Company (and upon request of the Lenders unaudited statements for the Borrowers and their Restricted Subsidiaries) as at the end of such quarterly fiscal period (except and the last) related unaudited consolidated statements of each fiscal year, a copy of: (1) consolidated operations and consolidating balance sheets cash flows of the Borrower Company (and its Restricted Subsidiaries as upon request of the close of Lenders unaudited statements for the Borrowers and their Restricted Subsidiaries) for such quarter and, quarterly fiscal period and (in the case of the consolidated balance sheets, setting forth second and third such quarterly fiscal period in comparative form the amount for the corresponding period of the preceding each fiscal year, (2) consolidated and consolidating statements of income and retained earnings of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending ended with the last day of such quarter and, in the case of the consolidated statements of income and retained earningsquarterly fiscal period, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the each case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated respective figures for the corresponding period of the preceding previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP, and certified as complete and correct, by an authorized the principal financial officer of the BorrowerCompany (or the Borrowers) as fairly presenting, in all material respects, the financial position of the companies being reported on and the results of their operations and cash flows except as to the absence of footnotes and subject to changes resulting from normal year-end audit adjustments and (ii) comparable consolidated financial statements of the Company and its Subsidiaries as at the end of and for such quarterly period, prepared in the same manner as such consolidated financial statements of the Company and its Subsidiaries and similarly certified by the principal financial officer of the Company; provided that delivery within the time period specified above (or, if -------- later, within five days of timely filing with the Commission) of copies of the Company's Quarterly Report on Form 10-Q for any quarterly fiscal period prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of subdivision (i) and (ii) of this Section 6.01(a) for such period so long as such Quarterly Report contains the applicable information required by this Section 6.01(a);

Quarterly Statements. As soon as available available, and in any event within 45 days after the end close of each quarterly of the first three fiscal period quarters of the Parent, (except the lasti) of each fiscal year, a copy of: (1) consolidated and consolidating balance sheets sheet and income statement of the Borrower and its Restricted Subsidiaries Parent as of the close end of such quarter andfiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in the each case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (2) consolidated and consolidating statements of income and retained earnings of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and certified as complete reasonably acceptable to the Agent, and correct, accompanied by a certificate of an authorized financial officer Executive Officer of the Borrower;Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10-Q as filed with the SEC (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report, with copies for each Lender) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated and consolidating balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes.

Quarterly Statements. As soon as available and in any event within 45 50 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy copies of: (1) consolidated and consolidating (by business segment) balance sheets of the Borrower Company and its Restricted consolidated Subsidiaries as of the close of such quarter and, in the case of the consolidated balance sheetsquarterly fiscal period, setting forth in comparative form the amount consolidated figures for the corresponding period of the preceding fiscal year,; (2) consolidated and consolidating (by business segment) statements of income and retained earnings of the Borrower Company and its Restricted consolidated Subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such quarter andquarterly fiscal period, in the each case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount consolidated figures for the corresponding period periods of the preceding fiscal year,; and (3) consolidated and consolidating statements of changes in financial position cash flows of the Borrower Company and its Restricted consolidated Subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding quarterly fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flowsperiod, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, correct by an authorized financial officer of Company, and Company further agrees to provide with such financial statements information (by business segment) as to the Borroweramount charged to amortization and depreciation expense, interest expense, rental expense and net capital spending, in each case for the periods indicated above and the unamortized balance of goodwill as at the end of the periods indicated above;

Quarterly Statements. (a) As soon as available and available, but in any event within 45 days after the end of each quarterly fiscal period quarter (except the lastfourth fiscal quarter) of each fiscal yearthe Guarantor, a copy of: (1) consolidated and consolidating balance sheets copies of the Borrower unaudited consolidated balance sheet of the Guarantor and its Restricted Subsidiaries as of at the close end of such fiscal quarter and, in and the case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (2) consolidated and consolidating related unaudited statements of income earnings, stockholders' equity and retained earnings of the Borrower and its Restricted Subsidiaries cash flows for the portion of the fiscal year ending with through such fiscal quarter and, in (and as to the case of the consolidated statements of income and retained earnings, earnings for such fiscal quarter) in each case setting forth in comparative form the amount figures for the corresponding period periods of the preceding previous fiscal year, , prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and certified by the chief financial or accounting officer of the Guarantor as presenting fairly the financial condition and results of operations of the Guarantor and its Subsidiaries (3subject to normal year-end adjustments); and (b) as soon as available, but in any event within 45 days after the end of each fiscal quarter (except the fourth fiscal quarter) of any Non-Budget Lessee, copies of the unaudited consolidated balance sheet of such Non-Budget Lessee and consolidating its Subsidiaries as at the end of such fiscal quarter and the related unaudited statements of changes in financial position of the Borrower earnings, stockholders' equity and its Restricted Subsidiaries cash flows for the portion of the fiscal year ending with through such fiscal quarter and, in (and as to the case of the consolidated statements of changes earnings for such fiscal quarter) in financial position, each case setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period periods of the preceding previous fiscal year, all prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and certified as complete and correct, by an authorized the chief financial or accounting officer of such Non-Budget Lessee as presenting fairly the Borrower;financial condition and results of operations of such Non-Budget Lessee and its Subsidiaries (subject to normal year-end adjustments).

Quarterly Statements. As soon as available and in any event within 45 60 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy copies of: (1i) the unaudited consolidated and consolidating and, in the event that the total EBITDA of the Unrestricted Subsidiaries is in the aggregate greater than 5% of EBITDA for the period of the four fiscal quarters of the Parent ending with such quarterly fiscal period, Adjusted Consolidated, balance sheets of the Borrower Parent and its each other member of the Restricted Subsidiaries Group, as of the close of such quarter and, in the case of the consolidated balance sheetsquarterly fiscal period, setting forth in comparative form the amount consolidated (or Adjusted Consolidated, if applicable) figures for the corresponding period of the preceding fiscal yearyear then most recently ended, (2ii) the unaudited consolidated and consolidating and, in the event that the total EBITDA of the Unrestricted Subsidiaries is in the aggregate greater than 5% of EBITDA for the period of the four fiscal quarters of the Parent ending with such quarterly fiscal period, Adjusted Consolidated, statements of income earnings and retained earnings changes in financial position of the Borrower Parent and its each other member of the Restricted Subsidiaries Group, for such quarterly fiscal period and for the portion of the fiscal year ending with such quarter andquarterly fiscal period, in the each case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount consolidated (or Adjusted Consolidated, if applicable) figures for the corresponding period of the preceding fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period periods of the preceding fiscal year, and (4iii) consolidated and consolidating statements the Parent's calculation of cash flows Excess Cash Flow for such quarterly fiscal period (if required by Section 2.4 for any period ending on the last day of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flowsquarter), setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, correct by an authorized financial officer of the BorrowerParent;

Quarterly Statements. As soon as available and in any event within 45 50 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy copies of: (1) consolidated and consolidating balance sheets of (i) the Borrower Company and the Subsidiaries and (ii) the Company and its Restricted Subsidiaries as of the close of such quarter and, in the case of the consolidated balance sheetsquarterly fiscal period, setting forth in comparative form the amount consolidated figures for the corresponding period of the preceding fiscal yearyear then most recently ended, (2) consolidated and consolidating statements of income of (i) the Company and retained earnings of the Borrower Subsidiaries and (ii) the Company and its Restricted Subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such quarter andquarterly fiscal period, in the each case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount consolidated figures for the corresponding period periods of the preceding fiscal year,, and (3) consolidated and consolidating statements of changes in financial position cash flows of (i) the Borrower Company and the Subsidiaries and (ii) the Company and its Restricted Subsidiaries for each quarterly fiscal period and for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding quarterly fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flowsperiod, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, correct by an authorized financial officer of the BorrowerCompany;

Quarterly Statements. As soon as available and in any event within 45 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy copies of: (1) consolidated and consolidating balance sheets of the Borrower Company and its Restricted Subsidiaries as of the close of such quarter and, in the case of the consolidated balance sheetsquarterly fiscal period, setting forth in comparative form the amount consolidated figures for the corresponding period of the preceding fiscal yearyear then most recently ended, (2) consolidated and consolidating statements of income and retained earnings of the Borrower Company and its Restricted Subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such quarterly fiscal period, in each case setting forth in comparative form the consolidated figures for the corresponding periods of the preceding fiscal year, and (3) consolidated statements of cash flows of the Company and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount for the corresponding period of the preceding quarterly fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flowsperiod, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, correct by an authorized financial officer of the BorrowerCompany; provided, however, that so long as the Company has no Unrestricted Subsidiaries and so long as such delivery is made within the time requirement set forth above in this paragraph (a), delivery pursuant to paragraph (d) below of copies of the Quarterly Report on Form 10-Q of the Company for such quarterly period prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this paragraph (a);

Quarterly Statements. As soon as available and in any event within 45 days after the end of each quarterly fiscal period Fiscal Quarter (except the last) of each fiscal yearFiscal Year, a copy copies of: (1) consolidated and consolidating balance sheets of the Borrower (A) NHLP and its Restricted Subsidiaries and (B) the REIT and its consolidated Subsidiaries, in each case as of the close of such quarter and, in the case of the consolidated balance sheetsFiscal Quarter, setting forth in comparative form the amount consolidated figures for the corresponding period of the preceding fiscal yearFiscal Year then most recently ended, (2) consolidated and consolidating statements of income and retained earnings operations of the Borrower (A) NHLP and its Restricted Subsidiaries and (B) the REIT and its consolidated Subsidiaries, in each case for such Fiscal Quarter and for the portion of the fiscal year Fiscal Year ending with such quarter andperiod, in the each case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount consolidated figures for the corresponding period periods of the preceding fiscal yearFiscal Year, (3) consolidated and consolidating statements of changes in financial position cash flows of the Borrower (A) NHLP and its Restricted Subsidiaries and (B) the REIT and its consolidated Subsidiaries, in each case for the portion of the fiscal year Fiscal Year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flowsFiscal Quarter, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal yearFiscal Year, (4) combined balance sheets of the Constituent Companies as of the close of such Fiscal Quarter, setting forth in comparative form the consolidated figures for the Fiscal Year then most recently ended, (5) combined statements of operations of the Constituent Companies for such Fiscal Quarter and for the portion of the Fiscal Year ending with such period, in each case setting forth in comparative form the consolidated figures for the corresponding periods of the preceding Fiscal Year, and (6) combined statements of cash flows of the Constituent Companies for the portion of the Fiscal Year ending with such Fiscal Quarter, setting forth in comparative form the consolidated figures for the corresponding period of the preceding Fiscal Year, all in reasonable detail and certified as complete and correct, correct by an authorized financial officer of the BorrowerNHLP;

Quarterly Statements. (a) As soon as available and available, but in any event within 45 days after the end of each quarterly fiscal period quarter (except the lastfourth fiscal quarter) of each fiscal yearthe Guarantor, a copy of: (1) consolidated and consolidating balance sheets copies of the Borrower unaudited consolidated balance sheet of the Guarantor and its Restricted Subsidiaries as of at the close end of such fiscal quarter and, in and the case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (2) consolidated and consolidating related unaudited statements of income earnings, stockholders' equity and retained earnings of the Borrower and its Restricted Subsidiaries cash flows for the portion of the fiscal year ending with through such fiscal quarter and, in (and as to the case of the consolidated statements of income and retained earnings, earnings for such fiscal quarter) in each case setting -44- 50 forth in comparative form the amount figures for the corresponding period periods of the preceding previous fiscal year, , prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and certified by the chief financial or accounting officer of the Guarantor as presenting fairly the financial condition and results of operations of the Guarantor and its Subsidiaries (3subject to normal year-end adjustments); and (b) as soon as available, but in any event within 45 days after the end of each fiscal quarter (except the fourth fiscal quarter) of any Non-Budget Lessee, copies of the unaudited consolidated balance sheet of such Non-Budget Lessee and consolidating its Subsidiaries as at the end of such fiscal quarter and the related unaudited statements of changes in financial position of the Borrower earnings, stockholders' equity and its Restricted Subsidiaries cash flows for the portion of the fiscal year ending with through such fiscal quarter and, in (and as to the case of the consolidated statements of changes earnings for such fiscal quarter) in financial position, each case setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period periods of the preceding previous fiscal year, all prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and certified as complete and correct, by an authorized the chief financial or accounting officer of such Non-Budget Lessee as presenting fairly the Borrower;financial condition and results of operations of such Non-Budget Lessee and its Subsidiaries (subject to normal year-end adjustments).

Quarterly Statements. As soon as available and in any event within 45 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy of: : (1) consolidated and consolidating balance sheets of the Borrower Company and its Restricted Subsidiaries as of the close of such quarter and, in the case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, , (2) consolidated and consolidating statements of income and retained earnings of the Borrower Company and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, , (3) consolidated and consolidating statements of changes in financial position of the Borrower Company and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and and (4) consolidated and consolidating statements of cash flows of the Borrower Company and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, by an authorized financial officer of the Borrower;,

Quarterly Statements. As soon as available and in any event within 45 50 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy copies of: (1) consolidated and consolidating (by business segment) balance sheets of the Borrower Company and its Restricted consolidated Subsidiaries as of the close of such quarter and, in the case of the consolidated balance sheetsquarterly fiscal period, setting forth in comparative form the amount consolidated figures for the corresponding period of the preceding fiscal year,; (2) consolidated and consolidating (by business segment) statements of income and retained earnings of the Borrower Company and its Restricted consolidated Subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such quarter andquarterly fiscal period, in the each case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount consolidated figures for the corresponding period periods of the preceding fiscal year,; and (3) consolidated and consolidating statements of changes in financial position cash flows of the Borrower Company and its Restricted consolidated Subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding quarterly fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flowsperiod, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, correct by an authorized financial officer of Company, and Company further agrees to provide with such financial statements information (by business segment) as to the Borroweramount charged to amortization and depreciation expense, interest -44- expense, rental expense and net capital spending, in each case for the periods indicated above and the unamortized balance of goodwill as at the end of the periods indicated above;

Quarterly Statements. As soon as available and in any event within 45 60 days after the end of each of the first three quarterly fiscal period (except the last) of periods in each fiscal yearyear of such Reporting Entity, a copy of: (1) consolidated and consolidating and, if already prepared by such Reporting Entity or if specifically requested by any Noteholder, consolidating, balance sheets of the Borrower such Reporting Entity and its Restricted Subsidiaries as of the close end of such quarter and, quarterly fiscal period and the related consolidated and (if so prepared or requested) consolidating statements of income and cash flows of such Reporting Entity and its Subsidiaries for such quarterly fiscal period and (in the case of the consolidated balance sheets, setting forth second and third fiscal period in comparative form the amount for the corresponding period of the preceding each fiscal year, (2) consolidated and consolidating statements of income and retained earnings of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending ended with the last day of such quarter and, in the case of the consolidated statements of income and retained earningsquarterly fiscal period, setting forth in each case in comparative form the amount respective figures as of the end of and for the corresponding period of the preceding fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the previous fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal yearif applicable), all in reasonable detail detail, prepared in accordance with GAAP applied on a basis consistent with prior years, and certified by the Treasurer, Chief Financial Officer or Controller of such Reporting Entity as complete and correctcorrect in all material respects and as fairly presenting the consolidated financial position of such Reporting Entity and its consolidated Subsidiaries and the results of their operations and their cash flows, by an authorized financial officer subject only to changes resulting from normal year-end audit adjustments; provided, however, that so long as (x) the assets of the Borrower-------- ------- Company and its Subsidiaries equal or exceed 90% of the assets of Holdings and its Subsidiaries and (y) the operating revenue of the Company and its Subsidiaries equals or exceeds 90% of the operating revenue of Holdings and its Subsidiaries, "Reporting Entity" as used in this subdivision (a) shall refer only to the Company;

Quarterly Statements. As as soon as available practicable after the end of each fiscal quarter in each fiscal year of the Company (other than the last fiscal quarter of each such fiscal year), commencing with the fiscal quarter of the Company ending September 30, 1995, and in any event within 45 forty-five (45) days after the end of each quarterly fiscal period (except the last) of each fiscal yearthereafter, a copy duplicate copies of: (1i) consolidated and consolidating balance sheets of the Borrower Company and its Restricted the Subsidiaries as of at the close end of such quarter fiscal quarter, and, in the case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (2ii) consolidated and consolidating statements of income income, changes in shareholders' equity and retained earnings cash flows of the Borrower Company and its Restricted Subsidiaries the Subsidiaries, for such fiscal quarter and (in the case of the second and third fiscal quarters) for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earningsfiscal quarter, setting forth in comparative form form, the amount figures for the corresponding period of the preceding such fiscal year, (3) consolidated quarter and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements Company ended as of changes in financial positionsuch fiscal quarter, setting forth in comparative form together with the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of periods in the preceding previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified as complete fairly presenting, in all material respects, the consolidated financial position and correctresults of operations and cash flows of the Company and the Subsidiaries as at the end of, and for, such period subject to changes resulting from year-end adjustments, by an authorized a principal financial officer of the BorrowerCompany, it being understood that the financial statements required to be delivered pursuant to clause (a) above with respect to the third month of a fiscal quarter of the Company and the financial statements required to be delivered pursuant to this clause (b) may be delivered together so long as all substantive requirements set forth in clause (a) and clause (b) of this Section have been satisfied, provided that nothing herein shall be deemed to permit the Company to deliver the financial statements required by clause (a) above later than thirty (30) days after the end of any monthly fiscal period and such financial statements shall be accompanied by the certificate required by Section 8.2;

Quarterly Statements. As soon as available and in any event (1) within 45 days after the end of each quarterly fiscal period in each fiscal year of MHGCI (except other than the last) last quarterly fiscal period of each such fiscal year) ending prior to December 31, a copy 2012, copies of:, (1i) consolidated and consolidating balance sheets of the Borrower MHGCI and its Restricted Subsidiaries (including, without limitation, HGC and the Company) as of at the close end of such quarter quarter, and, in the case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (2ii) consolidated and consolidating statements of income or operations, changes in members’ equity and retained earnings cash flows of MHGCI and its Subsidiaries (including, without limitation, HGC and the Company), for such quarter and (in the case of the Borrower second and its Restricted Subsidiaries third quarters) for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earningsquarter, setting forth in each case in comparative form the amount figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Responsible Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; and (2) within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of the preceding each such fiscal year) ending on or after December 31, 2012, copies of, (3i) consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated and consolidating statements of income or operations, changes in financial position members’ equity and cash flows of the Borrower Company and its Restricted Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial positionquarter, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the each case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of periods in the preceding previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Responsible Officer as complete and correctfairly presenting, by an authorized in all material respects, the financial officer position of the Borrowercompanies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;

Quarterly Statements. As soon as available and in any event within 45 days 45days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy copies of: (1) a consolidated and consolidating balance sheets sheet of the Borrower Company and its Restricted Subsidiaries as of the close of such quarter and, in the case of the consolidated balance sheetsquarterly fiscal period, setting forth in comparative form the amount consolidated figures for the corresponding period of the preceding fiscal yearyear then most recently ended, (2) consolidated and consolidating statements of income and retained earnings operations of the Borrower Company and its Restricted Subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such quarterly fiscal period, in each case setting forth in comparative form the consolidated figures for the corresponding periods of the preceding fiscal year, and (3) consolidated statements of cash flows of the Company and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount for the corresponding period of the preceding quarterly fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flowsperiod, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, correct by an authorized financial officer of the BorrowerCompany; provided, however, that so long as the Unrestricted Subsidiaries of the Company do not, on a combined basis, constitute a Significant Subsidiary, as at the end of such fiscal period, the Company may supply consolidated financial statements of the Company and its Subsidiaries in satisfaction of the requirements of this paragraph;

Quarterly Statements. As soon as available and in any event within 45 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy of: (1) consolidated and consolidating balance sheets of the Borrower and its Restricted Subsidiaries as of the close of such quarter and, in the case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, , (2) consolidated and consolidating statements of income and retained earnings of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, , (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, by an authorized financial officer of the Borrower;; (b)

Quarterly Statements. As soon as available and in any event within 45 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy copies of: (1) consolidated and consolidating balance sheets of the Borrower Company and its Restricted Subsidiaries as of the close end of such quarter and, in the case of the consolidated balance sheetsquarterly fiscal period, setting forth in comparative form the amount consolidated and consolidating figures for the corresponding period end of the preceding fiscal yearyear then most recently ended, (2) consolidated and consolidating statements of income and retained earnings of the Borrower Company and its Restricted Subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such quarterly fiscal period, in each case setting forth in comparative form the consolidated and consolidating figures for the corresponding periods of the preceding fiscal year, and (3) consolidated and consolidating statements of cash flows of the Company and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount for the corresponding period of the preceding quarterly fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flowsperiod, setting forth in comparative form the consolidated and consolidating figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, correct by an authorized financial officer of the BorrowerCompany;

Quarterly Statements. As soon as available and in any event within 45 60 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy copies of: (1) consolidated and consolidating balance sheets of (i) the Borrower Parent and its Restricted Subsidiaries as of the close of such quarter and, in the case of the consolidated balance sheetsquarterly fiscal period, setting forth in comparative form the amount consolidated figures for the fiscal year then most recently ended and, of (ii) the Parent and its Subsidiaries excluding DTN, as of the close of the quarterly fiscal period ending June 30, 2009, setting forth, in comparative form the consolidated figures for the fiscal year then most recently ended (on a proforma basis as needed), and (2) consolidated statements of earnings of (i) the Parent and its Subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such quarterly fiscal period, in each case setting forth, commencing with the quarterly fiscal period of the Guarantor ended December 31, 2005, in comparative form the consolidated figures for the corresponding period periods of the preceding fiscal year,, and of (ii) the Parent and its Subsidiaries excluding DTN for the quarterly fiscal period of the Guarantor ending June 30, 2009, in comparative form (on a proforma basis as needed) the consolidated figures for the corresponding periods of the preceding fiscal year, and (23) consolidated and consolidating statements of income and retained earnings cash flow of (i) the Borrower Parent and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter andquarterly fiscal period, in setting forth, commencing with the case quarterly fiscal period of the consolidated statements of income and retained earningsParent ended December 31, setting forth 2005, in comparative form the amount for the corresponding period of the preceding fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount figures for the corresponding period of the preceding fiscal year, and and of (4ii) consolidated and consolidating statements of cash flows of the Borrower Parent and its Restricted Subsidiaries excluding DTN, for the portion of the fiscal year ending with such quarter and, in the case quarterly fiscal period of the consolidated statements of cash flowsParent ending December 31, 2008, setting forth forth, commencing with the quarterly fiscal period of the Parent ending June 30, 2009, in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct, correct by an authorized financial officer of the BorrowerParent;

Quarterly Statements. As as soon as available practicable after the end of each fiscal quarter in each fiscal year of the Company (other than the last fiscal quarter of each such fiscal year), commencing with the fiscal quarter of the Company ending September 30, 1995, and in any event within 45 forty-five (45) days after the end of each quarterly fiscal period (except the last) of each fiscal yearthereafter, a copy duplicate copies of: (1i) consolidated and consolidating balance sheets of the Borrower Company and its Restricted the Subsidiaries as of at the close end of such quarter fiscal quarter, and, in the case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (2ii) consolidated and consolidating statements of income income, changes in shareholders' equity and retained earnings cash flows of the Borrower Company and its Restricted Subsidiaries the Subsidiaries, for such fiscal quarter and (in the case of the second and third fiscal quarters) for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earningsfiscal quarter, setting forth in comparative form form, the amount figures for the corresponding period of the preceding such fiscal year, (3) consolidated quarter and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements Company ended as of changes in financial positionsuch fiscal quarter, setting forth in comparative form together with the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of periods in the preceding previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified as complete fairly presenting, in all material respects, the consolidated financial position and correctresults of operations and cash flows of the Company and the Subsidiaries as at the end of, and for, such period subject to changes resulting from year-end adjustments, by an authorized a principal financial officer of the BorrowerCompany, it being understood that the financial statements required to be delivered pursuant to clause (a) above with respect to the third month of a fiscal quarter of the Company and the financial statements required to be delivered pursuant to this clause (b) may be delivered together so long as all substantive requirements set forth in clause (a) and clause (b) of this Section have been satisfied, provided that nothing herein shall be deemed to permit the Company to deliver the financial statements required by clause (a) above later than thirty (30) days after the end of any monthly fiscal period;

Quarterly Statements. As soon as available and in any event within 45 60 days after the end of each quarterly fiscal period (except the last) of each fiscal year, a copy copies of: (1) consolidated and consolidating balance sheets of the Borrower Grif▇▇▇▇ ▇▇▇s and its Restricted Subsidiaries as of the close of such quarter and, in the case of the consolidated balance sheetsquarterly fiscal period, setting forth in comparative form the amount consolidated figures for the corresponding period of the preceding fiscal yearyear then most recently ended, (2) consolidated and consolidating statements of income earnings and retained earnings changes in stockholders' equity of Grif▇▇▇▇ ▇▇▇s and its Restricted Subsidiaries for such quarterly fiscal period and for the portion of the Borrower fiscal year ending with such quarterly fiscal period, in each case setting forth, commencing with the quarterly fiscal period of Grif▇▇▇▇ ▇▇▇s ended December, 1995, in comparative form the consolidated figures for the corresponding periods of the preceding fiscal year, and (3) consolidated statements of cash flow of Grif▇▇▇▇ Labs and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earningsquarterly fiscal period, setting forth in comparative form forth, commencing with the amount for the corresponding quarterly fiscal period of the preceding fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter andGrif▇▇▇▇ Labs ended December, in the case of the consolidated statements of changes in financial position1995, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, . all in reasonable detail and certified as complete and correct, correct by an authorized financial officer of the BorrowerGrif▇▇▇▇ ▇▇▇s;