Common use of Financial and Business Information Clause in Contracts

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as available and in any event within forty-five (45) calendar days after the end of each of the first three (3) fiscal quarters in each fiscal year of the Company, financial statements of the Company, consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statements of income, stockholders' equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer of the Company as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year; (b) Annual Statements -- as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, financial statements of the Company consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by a firm of independent certified public accountants of nationally recognized standing selected by the Company, which certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documents; (c)

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as available promptly, and in any event event, within forty-five (45) calendar 60 days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated statements of income, stockholders' changes in shareholders equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Companys Quarterly Report on Form 10-Q prepared in accordance compliance with GAAP, consistently applied, the requirements therefor and setting forth in comparative form filed with the respective financial statements for Securities and Exchange Commission shall be deemed to satisfy the corresponding date and period in the previous fiscal yearrequirements of this Section7.1(a); (b) Annual Statements -- as soon as available promptly, and in any event event, within ninety (90) 105 days after the end of each fiscal year of the Company, financial statements of the Company consisting of duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as of at the end of such fiscal year, and related (ii) consolidated statements of income, stockholders' changes in shareholders equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified accompanied by a firm an opinion thereon of independent certified public accountants of nationally recognized standing selected national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Companys Annual Report on Form 10-K for such fiscal year (together with the Companys annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section7.1(b); (c) SEC and Other Reports promptly upon their becoming available, one copy of (i)each financial statement, report, notice or proxy statement sent by the CompanyCompany or any Subsidiary to public securities holders generally, which certificate (ii)each regular or report of accountants periodic report, each registration statement that shall be free of qualifications have become effective (other than any consistency qualification that may result from a change in the method used to prepare the financial statements without exhibits except as to which expressly requested by such accountants concurholder), and provided that each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission, and (iii)a copy of each Annual Report of each of Elizabethtown Water Company and The Mount Hxxxx Water Company delivered to the extent the components New Jersey Board of such consolidated financial statements relating to Public Utilities; (d) Notice of Default or Event of Default promptly following, and in any event within five Business Days after a prior fiscal period are separately audited by different independent public accounting firmsResponsible Officer becoming aware of, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any eventDefault or Event of Default, condition a written notice specifying the nature and period of existence thereof and what action the Company is taking or contingency which would materially impair the prospect of payment or performance of proposes to take with respect thereto; (e) ERISA Matters promptly, and in any covenantevent within five Business Days after a Responsible Officer becoming aware of, agreement or duty of any Obligor under any of the Financing Documentsfollowing, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as then in effect on the date hereof; or (c)ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and (f) Requested Information with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes. Section7.2.

Financial and Business Information. The Company shall will deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as available and in any event within forty-five (45) calendar 60 days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related consolidated statements of income, earnings and stockholders' ’ equity of the Company and cash flows its Subsidiaries for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, and consolidated statements of cash flows of the Company and its Subsidiaries for such quarter or (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial condition of the Company as having been companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in accordance compliance with GAAP, consistently applied, the requirements therefor and setting forth in comparative form filed with the respective financial statements for Securities and Exchange Commission shall be deemed to satisfy the corresponding date and period in the previous fiscal yearrequirements of this Section 7.1(a); (b) Annual Statements -- as soon as available and in any event within ninety (90) 105 days after the end of each fiscal year of the Company, financial statements of the Company consisting of duplicate copies of, a consolidated balance sheet of the Company and its Subsidiaries, as of at the end of such fiscal year, and related consolidated statements of income, changes in stockholders' ’ equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified accompanied by a firm an opinion thereon of independent certified public accountants of nationally recognized standing selected by national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial condition of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, which certificate or report of accountants if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be free deemed to satisfy the requirements of qualifications this Section 7.1(b); Unrestricted Subsidiaries -- if, at the time of delivery of any financial statements pursuant to Section 7.1(a) or (other b), Unrestricted Subsidiaries account for more than any consistency qualification that may result from a change 10% of (i) the consolidated total assets of the Company and its Subsidiaries reflected in the method used to prepare the balance sheet included in such financial statements or (ii) the consolidated revenues of the Company and its Subsidiaries reflected in the consolidated statement of income included in such financial statements, an unaudited balance sheet for all Unrestricted Subsidiaries taken as whole as at the end of the fiscal period included in such financial statements and the related unaudited statements of income, stockholders’ equity and cash flows for such Unrestricted Subsidiaries for such period, together with consolidating statements reflecting all eliminations or adjustments necessary to which reconcile such accountants concur, and provided that group financial statements to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documents; (c)Company and its Subsidiaries;

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as available and in any event _ within forty-five (45) calendar 60 days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companya copy of, consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated statements of income, stockholderschanges in shareholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP (except as noted therein) applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been prepared in accordance with GAAPcompanies being reported on and their results of operations and cash flows, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal subject to changes resulting from year-end adjustments; (b) Annual Statements -- as soon as available and in any event _ within ninety (90) 105 days after the end of each fiscal year of the Company, financial statements of the Company consisting of a copy of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as of at the end of such fiscal year, and related (ii) consolidated statements of income, stockholderschanges in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified accompanied by a firm an opinion thereon of independent certified public accountants of nationally recognized standing selected national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (c) SEC and Other Reports _ promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company, which certificate Company or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used Subsidiary to prepare the financial statements as to which such accountants concurpublic securities holders generally, and provided (ii) each regular or periodic report, each registration statement that to shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the extent Company or any Subsidiary with the components Securities and Exchange Commission; (d) Notice of such consolidated financial statements relating to Default or Event of Default _ promptly, and in any event within five days after a prior fiscal period are separately audited by different independent public accounting firms, Responsible Officer becoming aware of the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any eventDefault or Event of Default, condition a written notice specifying the nature and period of existence thereof and what action the Company is taking or contingency which would materially impair the prospect proposes to take with respect thereto; (e) ERISA Matters _ promptly, and in any event within five days after a Responsible Officer becoming aware of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documentsfollowing, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (c)ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and (f) Requested Information _ with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its oblig ations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes. .

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor: Investor (and for purposes of this Agreement the information required by this Section 7.1 shall be deemed delivered on the date of delivery of such information or in the case of any such information being filed on SEDAR or XXXXX the date on which notice of such filing is provided to such holders of Notes): (a) Quarterly Interim Statements -- as soon as promptly after the same are available and in any event within forty-five (45) calendar 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, duplicate copies of (3i) fiscal quarters in each fiscal year of the Company, financial statements of the Company, consisting of a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter period; and related 15 (ii) consolidated statements of incomeoperations, stockholdersshareholders' equity and cash flows of the Company and its Subsidiaries, for such period and (in the case of the second and third quarters) for the fiscal quarter then ended portion of the Fiscal Year ending with such quarter; setting forth in each case in comparative form the figures for (x) in the case of clause (a)(i) above, the previous Fiscal Year end and (y) in the fiscal year through that datecase of clause (a)(ii) above, the corresponding period in the previous Fiscal Year, all in reasonable detail detail, prepared in accordance with GAAP applicable to interim financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been prepared in accordance with GAAPcompanies being reported on and their results of operations and cash flows, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal subject to changes resulting from year-end adjustments; (b) Annual Statements -- as soon as promptly after the same are available and in any event within ninety (90) 120 days after the end of each fiscal year Fiscal Year, duplicate copies of the Company, financial statements of the Company consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal year, and related ; (ii) consolidated statements of income, stockholderschanges in shareholders' equity and cash flows of the Company and its Subsidiaries for such year; and setting forth in each case in comparative form the figures for the fiscal year then endedprevious Fiscal Year, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified accompanied by a firm an opinion thereon of independent certified public chartered accountants of nationally recognized standing selected by the Companyinternational standing, which certificate or report of accountants opinion shall be free of qualifications (other than any consistency qualification state that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firmspresent fairly, in all material respects, the audit report financial position of any such accounting firm may contain a qualification or exception as to scope the Company and its Subsidiaries, and the results of their operations and their cash flows in accordance with GAAP, and that the examination of such consolidated accountants in connection with such financial statements as they relate to has been made in accordance with generally accepted auditing standards, and that such components) and shall not indicate audit provides a reasonable basis for such opinion in the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documentscircumstances; (c)

Financial and Business Information. The Company shall deliver to Prudential each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) Quarterly Statements -- — within 45 days (or such shorter period as soon as available is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within forty-five (45Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Regal Rexnord Corporation Note Purchase Agreement -15- Credit Facility if such delivery occurs earlier than such required delivery date) calendar days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail and certified detail, prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes) applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been prepared in accordance with GAAPcompanies being reported on and their results of operations and cash flows, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal subject to changes resulting from year-end adjustments; (b) Annual Statements -- — within 105 days (or such shorter period as soon as available is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within ninety (90Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) days after the end of each fiscal year of the Company, financial statements duplicate copies of the Company consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal year, and related (ii) consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified accompanied by an opinion thereon (without a firm of independent certified public accountants of nationally recognized standing selected by the Company, which certificate “going concern” or report of accountants shall be free of qualifications (other than similar qualification or exception and without any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to the scope of the audit on which such consolidated opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements as they relate to such components) and shall not indicate present fairly, in all material respects, the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any financial position of the Financing Documents; (c)companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;

Financial and Business Information. The Company Obligors shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as available and in any event — within forty-five (45) calendar 60 days after the end of each of the first three (3) fiscal quarters quarter in each fiscal year of the CompanyCompany (other than the last quarter of each such fiscal year), financial statements duplicate copies of: (i) consolidated and consolidating balance sheets of the Company, consisting of a consolidated balance sheet Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated and consolidating statements of income, stockholders' changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such quarter and for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer of the Company as having been 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, provided that if, as of the end of the fiscal period being reported upon, (A) the aggregate assets of the Company and its Restricted Subsidiaries (excluding the investment in, or assets or operations of, any Unrestricted Subsidiaries) constitute not less than 90% of consolidated assets of the Company and all Subsidiaries as of the end of the fiscal period being reported upon and (B) the gross revenues of the Company and its Restricted Subsidiaries (excluding revenues of any Unrestricted Subsidiaries except to the extent actually remitted to the Company or any Restricted Subsidiary) constitute at least 90% of consolidated gross revenues of the Company and its Subsidiaries for the 12 month period ending on the last day of the fiscal period being reported upon, delivery within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company of copies of the Company’s Quarterly Report on Form 10-Q prepared in accordance compliance with GAAP, consistently applied, the requirements therefor and setting forth in comparative form filed with the respective financial statements for SEC shall be deemed to satisfy the corresponding date and period in the previous fiscal yearrequirements of this Section 7.1(a); (b) Annual Statements -- as soon as available and in any event — within ninety (90) 105 days after the end of each fiscal year of the Company, financial statements of the Company consisting of a consolidated balance sheet as of the end of such fiscal yearduplicate copies of: -14- Cabela’s Incorporated, and related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by a firm of independent certified public accountants of nationally recognized standing selected by the Company, which certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documents; (c)et al. Note Purchase Agreement

Financial and Business Information. The Company Obligors shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as available and in any event - within forty-five (45) calendar 60 days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Company, consisting of duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated statements of income, stockholderschanges in shareholders' equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in accordance compliance with GAAP, consistently applied, the requirements therefor and setting forth in comparative form filed with the respective financial statements for Securities and Exchange Commission shall be deemed to satisfy the corresponding date and period in the previous fiscal yearrequirements of this Section 7.1(a); (b) Annual Statements -- as soon as available and in any event - within ninety (90) 105 days after the end of each fiscal year of the Company, financial statements of the Company consisting of duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as of at the end of such fiscal year, and related (ii) consolidated statements of income, stockholderschanges in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified accompanied by a firm an opinion thereon of independent certified public accountants of nationally recognized standing selected by national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, which certificate or report of accountants if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be free deemed to satisfy the requirements of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documentsthis Section 7.1(b); (c)

Financial and Business Information. The Company shall So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, deliver to Prudential the Administrative Agent and each holder of Notes that is an Institutional Investorthe Banks, at Borrower's sole expense: (a) Quarterly Statements -- as As soon as available practicable, and in any event within forty-five (45) calendar 60 days after the end of each of Fiscal Quarter (other than the first three fourth Fiscal Quarter in any Fiscal Year), (3i) fiscal quarters in each fiscal year of the Company, financial statements of the Company, consisting of a consolidated balance sheet of Borrower and its Subsidiaries as of at the end of such fiscal quarter Fiscal Quarter and related the consolidated statements statement of incomeoperations for each Fiscal Quarter, stockholders' equity and its statement of cash flows for the fiscal quarter then portion of the Fiscal Year ended with such Fiscal Quarter and (ii) the fiscal year through that dateconsolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and certified cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments) by a Senior Financial Officer of the Company as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year; (b) Annual Statements -- as As soon as available practicable, and in any event within ninety 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (90c) As soon as practicable, and in any event within 100 days after the end of each fiscal year of Fiscal Year, (i) the Company, financial statements of the Company consisting of a consolidated balance sheet of Borrower and its Subsidiaries as of at the end of such fiscal year, Fiscal Year and related the consolidated statements of incomeoperations, stockholdersshareholders' equity and cash flows flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the fiscal year then endedFiscal Year, all in reasonable detail and setting forth in comparative form the detail. Such financial statements as of the end of and for the preceding fiscal yearshall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and certified such consolidated balance sheet and consolidated statements shall be accompanied by a firm report and opinion of Arthur Andersen LLP or other independent certified public accountants of nationally recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the CompanyRequisite Banks, which certificate or report of accountants and opinion shall be free of prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements or exceptions as to which such accountants concur, and provided that to the extent the components scope of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of nor to any such accounting firm may contain a other qualification or exception as determined by the Requisite Banks in their good faith business judgment to scope be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such consolidated financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as they relate to at the end of such componentsFiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and shall that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not indicate calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any event, condition or contingency event which would materially impair constitutes a Default, telephonic notice specifying the prospect nature and period of payment existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or performance any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any covenantPerson commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or duty material lease has asserted a default thereunder on the part of any Obligor under Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the Financing Documentspertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (c)m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2

Financial and Business Information. The Company shall deliver Deliver to Prudential and each holder of Notes that is an Institutional Investorthe Bank: (a) Quarterly Statements -- as soon as available and in any event within Within forty-five (45) calendar days after the end close of each of the first three (3) fiscal quarters in Fiscal Quarters of each fiscal year Fiscal Year of the CompanyBorrower, financial statements of the Company, consisting of a consolidated balance sheet of the Borrower and its Subsidiaries as of the end close of such fiscal quarter Fiscal Quarter and related consolidated statements of income, stockholders' equity income and cash flows for the fiscal quarter Borrower and its Subsidiaries for the Fiscal Quarter then ended and the fiscal year through for that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer portion of the Company as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year; (b) Annual Statements -- as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, financial statements of the Company consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income, stockholders' equity and cash flows for the fiscal year Fiscal Year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and corresponding figures for the preceding fiscal Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by a firm the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public accountants accountant reasonably acceptable to the Bank, in accordance with GAAP applied on a basis consistent with that of nationally recognized standing selected by the Company, which certificate preceding year or report containing disclosure of accountants shall be free the effect on the financial position or results of qualifications (other than operation of any consistency qualification that may result from a change in the method used to prepare application of accounting principles and practices during the financial statements as to which such accountants concuryear, and provided accompanied by a report thereon by such certified public accountant containing an opinion that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as is not qualified with respect to scope of such consolidated financial statements as they relate limitations imposed by the Borrower or its Subsidiaries or with respect to such components) and shall accounting principles followed by the Borrower or its Subsidiaries not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documents; (c)in accordance with GAAP;

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as available and in any event within forty-five (45) calendar days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements duplicate copies of, consolidated balance sheets of the CompanyCompany and its consolidated Subsidiaries, consisting and of a consolidated balance sheet the Company and its Restricted Subsidiaries, as of at the end of such fiscal quarter quarter, and related consolidated statements of incomeoperations, stockholders' equity stockholders'equity and cash flows of the Company and its consolidated Subsidiaries, and of the Company and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial 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, provided that, so long as the Company as having been shall not have any Unrestricted Subsidiaries, delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in accordance compliance with GAAP, consistently applied, the requirements therefor and setting forth in comparative form filed with the respective financial statements for Securities and Exchange Commission shall be deemed to satisfy the corresponding date and period in the previous fiscal yearrequirements of this Section 7.1(a); (b) Annual Statements -- as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, financial statements of the Company consisting of duplicate copies of, a consolidated balance sheet of the Company and its consolidated Subsidiaries as of at the end of such fiscal year, consolidated statements of operations, stockholders'equity and cash flows of the Company and its consolidated Subsidiaries for such year, and related consolidated a condensed consolidating balance sheet, and condensed consolidating statements of income, stockholders' equity operations and cash flows of the Company and its Subsidiaries setting forth, in each case, consolidating information sufficient to show the financial position and results of operations and cash flows of the Company and the Restricted Subsidiaries, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail detail, prepared in accordance with GAAP, and setting forth accompanied by in comparative form the case of the financial statements as of identified in the end of foregoing clauses (i) and for the preceding fiscal year(ii), and certified by a firm an opinion thereon of independent certified public accountants of nationally recognized standing selected national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that, so long as the Company shall not have any Unrestricted Subsidiaries, the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants'certificates described in clauses (A) and (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b); SEC and Other Reports -- promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the CompanyCompany or any Restricted Subsidiary to public securities holders generally, which certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documents; (c)and

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as available and in any event - within forty-five (45) calendar 60 days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Company, consisting of duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated statements of income, stockholderschanges in shareholders' equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in accordance compliance with GAAPthe requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a), consistently applied, and setting forth in comparative form the respective so long as such quarterly financial statements reflect the financial information described in the foregoing clauses (a)(i) and (ii) for the corresponding date and period in the previous fiscal yearquarter to which any such filing relates; (b) Annual Statements -- as soon as available and in any event - within ninety (90) 105 days after the end of each fiscal year of the Company, financial statements of the Company consisting of duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as of at as the end of such fiscal year, and related (ii) consolidated statements of income, stockholderschanges in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified by a firm accompanied by: (1) an opinion thereon of independent certified public accountants of nationally recognized standing selected national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (2) above, shall be deemed to satisfy the requirements of this Section 7.1(b), so long as such annual reports contain the financial information described in the foregoing clauses (b)(i) and (ii) for the fiscal year to which they relate and are accompanied by the reports of the Company, which certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different 's independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as accountants referred to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documentsin this Section 7.1(b); (c)

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as available and in any event - within forty-five (45) calendar 60 days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated statements of income, stockholderschanges in shareholders' equity and cash flows of the Company and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in accordance compliance with GAAP, consistently applied, the requirements therefor and setting forth in comparative form filed with the respective financial statements for Securities and Exchange Commission shall be deemed to satisfy the corresponding date and period in the previous fiscal yearrequirements of this Section 7.1(a); (b) Annual Statements -- as soon as available and in any event - within ninety (90) 120 days after the end of each fiscal year of the Company, financial statements of the Company consisting of duplicate copies of, (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries, as of at the end of such fiscal year, and related (ii) consolidated statements of income, stockholderschanges in shareholders' equity and cash flows of the Company and its Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified by a firm accompanied by: (A) an opinion thereon of independent certified public accountants of nationally recognized standing selected by national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, which if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate or report of accountants described in clause (B) above, shall be free deemed to satisfy the requirements of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documentsthis Section 7.1(b); (c)

Financial and Business Information. The Company shall deliver to Prudential each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) Quarterly Statements -- as soon as available and in any event — within forty-five (45) calendar 60 days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements copies of the Company, consisting of (1) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (2) consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been companies -14- being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnotes, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10‑Q prepared in accordance compliance with GAAPthe requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), consistently appliedprovided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10‑Q if it shall have timely made such Quarterly Report on Form 10‑Q available on “XXXXX” and setting forth in comparative form available through the respective financial statements for Company’s website (at the corresponding date and period in the previous fiscal yearof this Agreement located at: http//xxx.xx.xxx) (such availability thereof being referred to as “Electronic Delivery”); (b) Annual Statements -- as soon as available and in any event — within ninety (90) 105 days after the end of each fiscal year of the Company, financial statements copies of the Company consisting of (1) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal year, and related (2) consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified accompanied by a firm an opinion thereon of independent certified public accountants of nationally recognized standing selected by national standing, which opinion shall not contain a “going concern” or scope or like limitation and shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, which certificate or report of accountants if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be free deemed to satisfy the requirements of qualifications (other than any consistency qualification this Section 7.1(b), provided further, that may result from a change in the method used Company shall be deemed to prepare the financial statements as to which have made such accountants concur, and provided that to the extent the components delivery of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and Annual Report on Form 10-K if it shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documentshave timely made Electronic Delivery thereof; (c)

Financial and Business Information. The Company Constituent Companies shall deliver to Prudential each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) Quarterly Statements -- — within 60 days (oror, solely during the Covenant Relief Period, within 75 days if the SEC extends the time for quarterly filing past such date for public companies generally (or, in each case, such shorter period as soon as available is the earlier of (x) 155 days greater than the period applicable to the filing of the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within forty-five (45) calendar days Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date), after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyParent Guarantor (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as of at the end of such fiscal quarter quarter, and related consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer of the Company Parent Guarantor as having been prepared fairly presenting, in accordance 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; Annual Statements — within 105 days (oror, solely during the Covenant Relief Period, within 150 days if the SEC extends the time for annual filing past such date for public companies generally (or, in each case, such shorter period as is the earlier of (x) 155 days greater than the period applicable to the filing of the Parent Guarantor’s Annual Report on Form 10-K (the “Form 10-K”) with GAAP, consistently applied, the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and setting forth in comparative form (y) the respective date by which such financial statements for are required to be delivered under any Material Credit Facility or the date on which such corresponding date and period in the previous fiscal year; (b) Annual Statements -- as soon as available and in financial statements are delivered under any event within ninety (90) days Material Credit Facility if such delivery occurs earlier than such required delivery date), after the end of each fiscal year of the CompanyParent Guarantor, financial statements of the Company consisting of duplicate copies of, a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as of at the end of such fiscal year, and related ​ consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified accompanied by an opinion thereon (without a firm of independent certified public accountants of nationally recognized standing selected by the Company, which certificate “going concern” or report of accountants shall be free of qualifications (other than similar qualification or exception and without any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to the scope of the audit on which such consolidated opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements as they relate present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; SEC and Other Reports — promptly upon their becoming available, one copy of (1) each financial statement, report, notice, proxy statement or similar document sent by the Parent Guarantor or any Subsidiary (i) to its creditors under any Material Credit Facility (including information sent to the Bank Agent pursuant to Section 9.4(e) of the Bank Credit Agreement but excluding information sent to such componentscreditors in the ordinary course of administration of a credit facility, such as information relating to pricing and borrowing availability) or (ii) to its public Securities holders generally, and shall not indicate (2) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), each proxy statement and each prospectus and all amendments thereto filed by the occurrence Parent Guarantor or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Parent Guarantor or any Subsidiary to the public concerning developments that are Material; Notice of Default or Event of Default — promptly, and in any event within five days after a Responsible Officer of either Constituent Company becoming aware of the existence of (1) any eventDefault or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), condition or contingency (2) any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would materially impair the prospect constitute a default or event of payment default by either Constituent Company, any Subsidiary Guarantor, any Grantor or performance of any covenant, agreement or duty of any Obligor other Subsidiary under any Material Contract or the Bank Credit Agreement, a written notice specifying the nature and period of existence thereof and what action the Financing Documents; (c)Constituent Companies are taking or propose to take with respect thereto;

Financial and Business Information. The Company shall deliver to Prudential and each holder Holder of Notes a Bond that is an Institutional Investor: (a) Quarterly Statements -- — within sixty (60) days (or such shorter period as soon as available is the earlier of (x) fifteen (15) days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within forty-five (45Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) calendar days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been prepared in accordance with GAAPcompanies being reported on and their results of operations and cash flows, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal subject to changes resulting from year-end adjustments; (b) Annual Statements -- as soon as available and in any event — within ninety one hundred five (90105) days (or such shorter period as applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof after the end of each fiscal year of the Company, financial statements duplicate copies of the Company consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal year, and related (ii) consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of Company and its Subsidiaries for the preceding fiscal such year, and certified by a firm of independent certified public accountants of nationally recognized standing selected by the Company, which certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documents; (c),

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- - within 60 days (or such shorter period as soon as available and in any event within fortyis 15 days greater than the period applicable to the filing of the Company's Quarterly Report on Form 10-five Q (45the "Form 10-Q") calendar days with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter, a consolidated schedule of investments of the Company and its Subsidiaries as at the end of such quarter and related (the "Quarterly Schedule of Investments"), consolidated statements of incomeoperations of the Company and its 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, stockholders' equity and consolidated statements of changes in net assets and cash flows of the Company and its Subsidiaries for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth, in the case of clauses (1), (3) and (4) of this Section 7.1(a), in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Form 10-Q prepared in accordance compliance with GAAPthe requirements therefor and filed with the SEC together with the Quarterly Schedule of Investments to the extent not included in such Form 10-Q shall be deemed to satisfy the requirements of this Section 7.1(a), consistently appliedprovided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on "XXXXX" and setting forth through its home page on the worldwide web (which, at the date of this Agreement, is located at: http//xxx.xxxxxxxxxx.xxx) and shall have caused to be given timely notice thereof to each holder of the Notes, which notice may be by electronic mail to each such holder's e-mail address specified for such communications in comparative form Schedule A, or at such other e-mail address (or, if such holder is not a Purchaser, at such e-mail address) as such holder shall have specified to the respective financial statements for Company in writing, of such availability (such availability and notice being referred to as "Electronic Delivery") in which event, if required hereby, the corresponding date Company shall, concurrently therewith, separately deliver the Quarterly Schedule of Investments and period in the previous fiscal yearCompany shall be deemed to have made such separate concurrent delivery of such schedule if it shall have timely given Electronic Notification thereof; (b) Annual Statements -- - within 105 days (or such shorter period as soon as available and in any event within ninety is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (90the "Form 10-K") days with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, financial statements of the Company consisting of duplicate copies of, a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal year, a consolidated schedule of investments of the Company and related its Subsidiaries as at the end of such year (the "Annual Schedule of Investments"), and consolidated statements of incomeoperations, stockholders' equity changes in net assets and cash flows of the Company and its Subsidiaries for such year, setting forth, in the case of clauses (1) and (3) of this Section 7.1(b), in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified accompanied by a firm an opinion thereon of independent certified public accountants of nationally recognized national standing selected by or other independent certified public accountants reasonably acceptable to the Required Holders, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with the applicable standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company's Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC together with the Annual Schedule of Investments to the extent not included in such Form 10-K, which certificate or report of accountants shall be free deemed to satisfy the requirements of qualifications this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in which event, if required hereby, the Company shall, concurrently therewith, separately deliver the Annual Schedule of Investments and the Company shall be deemed to have made such separate concurrent delivery of such schedule if it shall have timely given Electronic Notification thereof; SEC and Other Reports - promptly upon their becoming available, one copy of (1) each financial statement, report, notice (other than notices of quarterly dividends) or proxy statement sent by the Company or any consistency qualification Subsidiary to its public securities holders generally and (2) each regular or periodic report, each registration statement that may result from a change in the method used to prepare the financial statements shall have become effective (without exhibits except as to which expressly requested by such accountants concurholder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material, provided that the Company shall not be required to deliver, pursuant to this Section 7.1(c), any Form 10-K or Form 10-Q delivered, or deemed delivered, by the Company pursuant to Section 7.1(a) or Section 7.1(b) and provided further that the Company shall be deemed to have made such delivery of such reports and other information if it shall have timely made Electronic Delivery thereof or made available such reports and other information on IntraLinks® or a similar service reasonably acceptable to the extent Required Holders and, in either case, shall have caused to be given timely notice to each such holder of the components Notes, which may include notice by electronic mail to each such holder's e-mail address specified for such communications in Schedule A, or at such other e-mail address (or, if such holder is not a Purchaser, at such e-mail address) as such holder shall have specified to the Company in writing, of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, Electronic Delivery or the audit report of any such accounting firm may contain a qualification or exception as to scope availability of such consolidated financial statements reports and other information on IntraLinks® or such other similar service (such availability and notice thereof being referred to as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documents; (c"Electronic Notification");

Financial and Business Information. The Company shall deliver to Prudential each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) Quarterly Statements -- within 60 days (or such shorter period as soon as available is the earlier of (x) 15 days greater than the period applicable to the filing of the Company's Quarterly Report on Form 10-Q (the "Form 10-Q") with the SEC regardless of whether the Company is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within forty-five (45Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) calendar days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated statements of income, stockholders' equity income and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Form 10-Q prepared in accordance compliance with GAAP, consistently applied, the requirements therefor and setting forth in comparative form filed with the respective financial statements for SEC shall be deemed to satisfy the corresponding date and period in the previous fiscal yearrequirements of this Section 7.1(a); (b) Annual Statements -- within 120 days (or such shorter period as soon as available and in any event within ninety is the earlier of (90x) 15 days after greater than the end of each fiscal year period applicable to the filing of the Company, 's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements of are required to be delivered under any Material Credit Facility or the Company consisting of a consolidated balance sheet as of the end of date on which such fiscal year, and related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the corresponding financial statements as of the end of and for the preceding fiscal year, and certified by a firm of independent certified public accountants of nationally recognized standing selected by the Company, which certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor delivered under any of the Financing Documents; (c)Material DB1/ 84912103.8 17

Financial and Business Information. The Company shall So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, deliver to Prudential the Administrative Agent and each holder of Notes that is an Institutional Investorthe Banks, at Borrower's sole expense: (a) Quarterly Statements -- as As soon as available practicable, and in any event within forty-five (45) calendar 60 days after the end of each of Fiscal Quarter (other than the first three fourth Fiscal Quarter in any Fiscal Year), (3i) fiscal quarters in each fiscal year of the Company, financial statements of the Company, consisting of a consolidated balance sheet of Borrower and its Subsidiaries as of at the end of such fiscal quarter Fiscal Quarter and related the consolidated statements statement of incomeoperations for each Fiscal Quarter, stockholders' equity and its statement of cash flows for the fiscal quarter then portion of the Fiscal Year ended with such Fiscal Quarter and (ii) the fiscal year through that dateconsolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and certified cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments) by a Senior Financial Officer of the Company as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year; (b) Annual Statements -- as As soon as available practicable, and in any event within ninety 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Total Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (90c) As soon as practicable, and in any event within 100 days after the end of each fiscal year of Fiscal Year, (i) the Company, financial statements of the Company consisting of a consolidated con- solidated balance sheet of Borrower and its Subsidiaries as of at the end of such fiscal year, Fiscal Year and related the consolidated statements of incomeoperations, stockholdersshareholders' equity and cash flows flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the fiscal year then endedFiscal Year, all in reasonable detail and setting forth in comparative form the detail. Such financial statements as of the end of and for the preceding fiscal yearshall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and certified such consolidated balance sheet and consolidated statements shall be accompanied by a firm report and opinion of Arthur Andersen LLP or other independent certified public accountants of nationally recognized standing selected by Borrower and reasonably satisfactory to the CompanyRequisxxx Xxnxx, which certificate or xxxxh report of accountants and opinion shall be free of prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements or exceptions as to which such accountants concur, and provided that to the extent the components scope of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of nor to any such accounting firm may contain a other qualification or exception as determined by the Requisite Banks in their good faith business judgment to scope be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such consolidated financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as they relate to at the end of such componentsFiscal Year (which shall accompany such certificate) under Section 6.11 and 6.12, have read such Sections (including the definitions of all defined terms used therein) and shall that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not indicate calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event (i) within 30 days after the end of the first three Fiscal Quarters in each Fiscal Year, and (ii) 60 days after the end of the fourth Fiscal Quarter in each Fiscal Year, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of development of each New Venture Entity, including the amounts of Capital Expenditures and Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Bor- rower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any event, condition or contingency event which would materially impair constitutes a Default, telephonic notice specifying the prospect nature and period of payment existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or performance any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any covenantPerson commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $10,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or duty material lease has asserted a default thereunder on the part of any Obligor under Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease, which claim is in excess of $10,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the Financing Documentspertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (c)m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2

Financial and Business Information. The Company shall deliver to Prudential each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) Quarterly Statements -- — within 60 days (or such shorter period as soon as available is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within forty-five (45Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) calendar days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with SEC requirements applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in accordance compliance with GAAP, consistently applied, the requirements therefor and setting forth in comparative form filed with the respective financial statements for SEC shall be deemed to satisfy the corresponding date and period in the previous fiscal yearrequirements of this Section 7.1(a); (b) Annual Statements -- — within 105 days (or such shorter period as soon as available is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within ninety (90Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) days after the end of each fiscal year of the Company, financial statements duplicate copies of the Company consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal year, and related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by a firm of independent certified public accountants of nationally recognized standing selected by the Company, which certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documents; (c)and

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- within 60 days (or such shorter period as soon as available and in any event within fortyis 15 days greater than the period applicable to the filing of the Company's Quarterly Report on Form 10-five Q (45the "Form 10-Q") calendar days with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter, a consolidated schedule of investments of the Company and its Subsidiaries as at the end of such quarter and related (the "Quarterly Schedule of Investments"), consolidated statements of incomeoperations of the Company and its 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, stockholders' equity and consolidated statements of changes in net assets and cash flows of the Company and its Subsidiaries for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth, in the case of clauses (1), (3) and (4) of this Section 7.1(a), in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Form 10-Q prepared in accordance compliance with GAAPthe requirements therefor and filed with the SEC together with the Quarterly Schedule of Investments to the extent not included in such Form 10-Q shall be deemed to satisfy the requirements of this Section 7.1(a), consistently appliedprovided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on "XXXXX" and setting forth through its home page on the worldwide web (which, at the date of this Agreement, is located at: http//xxx.xxxxxxxxxx.xxx) and shall have caused to be given timely notice thereof to each holder of the Notes, which notice may be by electronic mail to each such holder's e-mail address specified for such communications in comparative form Schedule A, or at such other e-mail address (or, if such holder is not a Purchaser, at such e-mail address) as such holder shall have specified to the respective financial statements for Company in writing, of such availability (such availability and notice being referred to as "Electronic Delivery") in which event, if required hereby, the corresponding date Company shall, concurrently therewith, separately deliver the Quarterly Schedule of Investments and period in the previous fiscal yearCompany shall be deemed to have made such separate concurrent delivery of such schedule if it shall have timely given Electronic Notification thereof; (b) Annual Statements -- within 105 days (or such shorter period as soon as available and in any event within ninety is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (90the "Form 10-K") days with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, financial statements of the Company consisting of duplicate copies of, a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal year, a consolidated schedule of investments of the Company and related its Subsidiaries as at the end of such year (the "Annual Schedule of Investments"), and consolidated statements of incomeoperations, stockholders' equity changes in net assets and cash flows of the Company and its Subsidiaries for such year, setting forth, in the case of clauses (1) and (3) of this Section 7.1(b), in comparative form the figures for the previous fiscal year then endedyear, all in reasonable detail and setting forth detail, prepared in comparative form the financial statements as of the end of and for the preceding fiscal yearaccordance with GAAP, and certified accompanied by a firm an opinion thereon of independent certified public accountants of nationally recognized national standing selected by or other independent certified public accountants reasonably acceptable to the Required Holders, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with the applicable standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company, which certificate or report 's Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC together with the Annual Schedule of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that Investments to the extent not included in such Form 10-K, shall be deemed to satisfy the components requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firmsForm 10-K if it shall have timely made Electronic Delivery thereof, in which event, if required hereby, the audit report Company shall, concurrently therewith, separately deliver the Annual Schedule of any Investments and the Company shall be deemed to have made such accounting firm may contain a qualification or exception as to scope separate concurrent delivery of such consolidated financial statements as they relate to such components) and schedule if it shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documents; (c)have timely given Electronic Notification thereof;

Financial and Business Information. The Company shall deliver to Prudential each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) Quarterly Statements -- — within 60 days (or such shorter period as soon as available is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within forty-five (45Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) calendar days after the end of each of the first three (3) quarterly fiscal quarters period in each fiscal year of the CompanyCompany (other than the last quarterly fiscal period of each such fiscal year), financial statements of the Companyduplicate copies of, consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal quarter quarter, and related (ii) consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the fiscal quarter then ended and portion of the fiscal year through that dateending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail detail, prepared in accordance with SEC requirements applicable to quarterly financial statements generally, and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company as having been companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in accordance compliance with GAAP, consistently applied, the requirements therefor and setting forth in comparative form filed with the respective financial statements for SEC shall be deemed to satisfy the corresponding date and period in the previous fiscal yearrequirements of this Section 7.1(a); (b) Annual Statements -- — within 105 days (or such shorter period as soon as available is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within ninety (90Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) days after the end of each fiscal year of the Company, financial statements of the Company consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by a firm of independent certified public accountants of nationally recognized standing selected by the Company, which certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documents; (c)duplicate copies of

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as available and in any event within forty-five (45) calendar 60 days after the end of each quarterly fiscal period in each fiscal year of the first three Company (3other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal quarters year ending with such quarter, setting forth in each case in comparative form the 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 Senior Financial 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; provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy all of the requirements of this Section 7.1(a); (b) Annual Statements within 105 days after the end of 19 each fiscal year of the Company, financial statements of the Companyduplicate copies of, consisting of (i) a consolidated balance sheet of the Company and its Subsidiaries, as of at the end of such fiscal quarter year, and related (ii) consolidated statements of income, stockholderschanges in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal quarter then ended and the fiscal year through that dateyear, all in reasonable detail and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer of the Company as having been detail, prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year; accompanied by: (b1) Annual Statements -- as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, financial statements of the Company consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by a firm an opinion thereon of independent certified public accountants of nationally recognized standing selected national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in conducting their customary audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (2) above, shall be deemed to satisfy the requirements of this Section 7.1(b); (c) SEC and Other Reports promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the CompanyCompany or any Subsidiary to public securities holders generally, which certificate (ii) each regular or periodic report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in filed with the method used to prepare the financial statements as to which such accountants concurSecurities and 20 Exchange Commission, and provided that all press releases and other statements made available generally by the Company or any Subsidiary to the extent the components of such consolidated financial statements public concerning developments that are Material and (iii) prompt written notice and sufficient information relating to the filing of each registration statement and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission; (d) Notice of Default or Event of Default promptly, and in any event within five days after a prior fiscal period are separately audited by different independent public accounting firms, Responsible Officer becoming aware of the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any eventDefault or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), condition a written notice specifying the nature and period of existence thereof and what action the Company is taking or contingency which would materially impair the prospect proposes to take with respect thereto; (e) ERISA Matters promptly, and in any event within five days after a Responsible Officer becoming aware of payment or performance of any covenant, agreement or duty of any Obligor under any of the Financing Documentsfollowing, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in Section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; (c)f) Notices from Governmental Authority promptly, and in any event within 30 days of receipt thereof, copies of any 21 notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and (g) Requested Information with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes, including without limitation, such information as is required by SEC Rule 144A under the Securities Act to be delivered to the prospective transferee of the Notes, but excluding, so long as no Default or Event of Default exists, projections and confidential data or information of a technical or scientific nature which does not relate directly to the business, operations, affairs, financial conditions, assets or properties of the Company or any of its Subsidiaries or to the ability of the Company to perform its obligations hereunder and under the Notes. .