Common use of Annual Financial Statements and Information; Certificate of No Default Clause in Contracts

Annual Financial Statements and Information; Certificate of No Default. (a) Within one hundred twenty (120) days after the end of each fiscal year of Camping World, the audited balance sheet of Camping World as at the end of such period and the related audited statements of income and retained earnings and related audited statements of cash flows for such period, all of which shall be on a consolidated basis for Camping World and its Subsidiaries, together with consolidating schedules for Camping World and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form (i) the figures for the applicable period set forth in the projections provided by the Borrower Parties pursuant to Section 4.1, as amended or superseded by projections delivered pursuant to Section 7.5(e), and (ii) such figures as at the end of and for the previous year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that such financial statements are prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of Camping World certifying that no Default, including any Default under the Financial Covenants (as applicable), was detected during the examination of the Borrower Parties. (b) Within one hundred twenty (120) days after the end of each fiscal year of AGI, the audited balance sheet of AGI as at the end of such period and the related audited statements of income and retained earnings and related audited statements of cash flows for such period, all of which shall be on a consolidated basis for AGI and its Subsidiaries, together with consolidating schedules for AGI and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form such figures as at the end of and for the previous year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that such financial statements are prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of AGI certifying that no default with respect to the AGI Credit Documents was detected during the examination of AGI and its Subsidiaries.

Annual Financial Statements and Information; Certificate of No Default. (a) Within one hundred twenty 90 days after the end of each fiscal year, a copy of (120i) the consolidated and consolidating balance sheets of the Borrower and its Subsidiaries, as of the end of the current and prior fiscal years and (ii) the consolidated and consolidating statements of earnings and consolidated statements of changes in shareholders' equity, and statements of cash flow as of and through the end of such fiscal year, all of which are prepared in accordance with GAAP, and certified by independent certified public accountants reasonably acceptable to the Lenders (provided, however, any former big six public accounting firm shall be acceptable to the Lenders), whose opinion shall be in scope and substance in accordance with generally accepted auditing standards and shall be unqualified as to scope of audit and going concern. (b) Within 90 days after the end of each fiscal year, a copy of (i) the consolidated and consolidating balance sheets of the Borrower and the Restricted Subsidiaries, as of the end of the current and prior fiscal years and (ii) the consolidated and consolidating statements of earnings and consolidated statements of changes in shareholders' equity, and statements of cash flow as of and through the end of such fiscal year, all of which shall be certified by the president, chief financial officer or treasurer of the Borrower, to, in his or her opinion acting solely in his or her capacity as an officer of the Borrower, conform to the presentation of the audited financial statements to be delivered pursuant to Section 6.4(a) hereof and to present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower and the Restricted Subsidiaries as at the end of and for such fiscal year. (c) As soon as available, but in any event within 30 days after December 31, 1997 and within 30 days after the end of each fiscal year thereafter, a copy of Camping Worldthe annual consolidated financial projections (including pro forma income statements, the audited balance sheet of Camping World as at the end of such period sheets and the related audited statements of income and retained earnings and related audited statements of cash flows for such period, all of which shall be on a consolidated basis for Camping World and its Subsidiaries, together with consolidating schedules for Camping World and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form (iflow) the figures for the applicable period set forth in the projections provided by the Borrower Parties pursuant to Section 4.1, as amended or superseded by projections delivered pursuant to Section 7.5(e), and (ii) such figures as at the end of and for the previous year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that such financial statements are prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of Camping World certifying that no Default, including any Default under the Financial Covenants (as applicable), was detected during the examination of the Borrower Parties. (b) Within one hundred twenty (120) days after the end of each fiscal year of AGI, the audited balance sheet of AGI as at the end of such period and the related audited statements of income and retained earnings and related audited statements of cash flows for such period, all of which shall be on a consolidated basis for AGI and its Subsidiaries, together with consolidating schedules for AGI and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form such figures as at the end of and Restricted Subsidiaries for the previous succeeding fiscal year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that such financial statements are prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of AGI certifying that no default with respect to the AGI Credit Documents was detected during the examination of AGI and its Subsidiaries.

Annual Financial Statements and Information; Certificate of No Default. Within ninety (a) Within one hundred twenty (12090) days after the end of each fiscal year of Camping Worldthe Borrowers, the audited balance sheet of Camping World Borrowers and their Subsidiaries as at the end of such period year and the related audited statements of income and retained earnings and related audited statements of cash flows for such periodyear, all of which shall be on a consolidated basis for Camping World and its Subsidiarieswith the other Credit Parties, together with an unaudited consolidating schedules for Camping World balance sheet of Borrowers and its their Subsidiaries as of the end of such year and the related unaudited consolidating profit and loss statement of the Borrowers and their Subsidiaries, which in the case of consolidated financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form (i) the figures for the applicable period set forth in the projections provided by the Borrower Parties pursuant to Section 4.1, as amended or superseded by projections delivered pursuant to Section 7.5(e), and (ii) such figures as at the end of and for the previous yearyear and (ii) as contained in Borrowers’ and their Subsidiaries’ projections and forecast delivered to the Administrative Agent on the Agreement Date or pursuant to Section 7.5(e) for such periods, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that such audited financial statements are unqualified and prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respectsGAAP, without any explanatory paragraphs“going concern” or like qualification, together with a statement exception or explanation and without any qualification or exception as to scope of such accountants of Camping World certifying audit, provided, however, that no Default, including any Default under the Financial Covenants (as applicable), was detected during the examination of the Borrower Parties. (b) Within one hundred twenty (120) days after the end of each fiscal year of AGI, the audited balance sheet of AGI as at the end of a conclusion by such period and the related audited statements of income and retained earnings and related audited statements of cash flows for such period, all of which shall be on a consolidated basis for AGI and its Subsidiaries, together with consolidating schedules for AGI and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form such figures as at the end of and for the previous year, and shall be accompanied by an unqualified opinion of Borrower’s independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating auditors that such Borrower has a “material weakness” in the effectiveness of its internal controls over financial statements are prepared reporting shall not constitute a breach of this Section 6.4 unless such the purported weakness could reasonably be expected to result in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of AGI certifying that no default with respect to the AGI Credit Documents was detected during the examination of AGI and its SubsidiariesMaterially Adverse Effect.

Annual Financial Statements and Information; Certificate of No Default. (a) Within one hundred twenty (120) 90 days after the end of each fiscal year year, a copy of Camping World(i) the consolidated balance sheets of the Borrower and its Subsidiaries, as of the audited balance sheet end of Camping World the current and prior fiscal years and (ii) consolidated statements of earnings, consolidated statements of changes in shareholders' equity, and consolidated statements of changes in cash as at of and through the end of such period and the related audited statements of income and retained earnings and related audited statements of cash flows for such periodfiscal year, all of which shall be on a consolidated basis for Camping World and its Subsidiaries, together with consolidating schedules for Camping World and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form (i) the figures for the applicable period set forth in the projections provided by the Borrower Parties pursuant to Section 4.1, as amended or superseded by projections delivered pursuant to Section 7.5(e), and (ii) such figures as at the end of and for the previous year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that such financial statements are (A) prepared in all material respects in accordance with GAAP and fairly present (B) certified by independent certified public accountants acceptable to the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of Camping World certifying Lenders (the Lenders agree that no Default, including any Default under Ernst & Young & Co. is acceptable to the Financial Covenants (as applicableLenders), was detected during the examination of the Borrower Partieswhose opinion shall be in scope and substance in accordance with generally accepted auditing standards and shall be unqualified. (b) Within one hundred twenty (120) 90 days after the end of each fiscal year year, a copy of AGI(i) the consolidated balance sheets of the Borrower and its Subsidiaries, as of the end of the current and prior fiscal years and (ii) consolidated statements of earnings, consolidated statements of changes in shareholder's equity, and consolidated statements of changes in cash as of and through the end of such fiscal year, all of which statements (A) will account for the Borrower's investment in any Ventures according to the equity method of accounting and (B) shall be certified by the president, chief financial officer or chief accounting officer of the Borrower to be, in his or her opinion, complete and correct in all material respects and to present fairly, in accordance with GAAP (except to the extent that the Borrower's investment in any Ventures is accounted for according to the equity method of accounting), the audited balance sheet financial position and results of AGI operations of the Borrower and its Subsidiaries as at the end of each such period and the related audited statements of income and retained earnings and related audited statements of cash flows for such period, all of which shall be on a consolidated basis for AGI and its Subsidiaries, together with consolidating schedules for AGI and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form such figures as at the end of and for the previous fiscal year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that such financial statements are prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of AGI certifying that no default with respect to the AGI Credit Documents was detected during the examination of AGI and its Subsidiaries.

Annual Financial Statements and Information; Certificate of No Default. (a) Within one hundred twenty (120) days after the end of each fiscal calendar year of Camping Worldeach of CSC, the Borrower and the Designated Entities respectively, the audited balance sheet sheets of Camping World each of CSC, the Borrower, and the Designated Entities as at the end of such period calendar year (all of which, in the case of CSC and the Borrower, shall be on a consolidated basis with their respective Subsidiaries), and the related audited statements of income and retained earnings and related audited statements of cash flows for such periodof each of CSC, all of which shall be on a consolidated basis for Camping World and its Subsidiaries, together with consolidating schedules for Camping World and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form (i) the figures for the applicable period set forth in the projections provided by the Borrower Parties pursuant to Section 4.1, as amended or superseded by projections delivered pursuant to Section 7.5(e), and (ii) such figures as at the end of and for the previous year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that such financial statements are prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of Camping World certifying that no Default, including any Default under the Financial Covenants (as applicable), was detected during the examination of the Borrower Parties. (b) Within one hundred twenty (120) days after the end of each fiscal year of AGI, the audited balance sheet of AGI as at the end of such period and the Designated Entities, related audited statements of income and retained earnings and related audited statements of cash flows EBITDA, for such period, all of which shall be on a consolidated basis for AGI and its Subsidiaries, together with consolidating schedules for AGI and its Subsidiariescalendar year, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in -71- comparative form such figures as at the end of and for the previous year, same period for the prior calendar year and shall be accompanied by an unqualified opinion of KPMG Peat Marwick or a firm of independent certified public accountants of recognized national standing selected by CSC, the Borrower, and the Designated Entities and satisfactory to the Administrative AgentMajority Lenders (and, stating that such financial statements are prepared in all material respects in accordance with GAAP and fairly present the financial condition case of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphsthe Borrower, together with a statement of such accountants of AGI certifying that no default with respect to the AGI Credit Documents Default or Event of Default, including, without limitation, any Default under Sections 8.8, 8.9 and 8.10 hereof, was detected during the examination of AGI the Borrower), and its Subsidiariesthat such accountants have authorized CSC, the Borrower, and the Designated Entities, respectively, to deliver such financial statements and opinion thereon to the Arranging Agents and the Lenders pursuant to this Agreement.

Annual Financial Statements and Information; Certificate of No Default. Within ninety (a) Within one hundred twenty (12090) days after the end of each fiscal year of Camping Worldthe Borrowers, the audited balance sheet of Camping World Borrowers and their Subsidiaries as at the end of such period year and the related audited statements of income and retained earnings and related audited statements of cash flows for such periodyear, all of which shall be on a consolidated basis for Camping World and its Subsidiarieswith the other Credit Parties, together with an unaudited consolidating schedules for Camping World balance sheet of Borrowers and its their Subsidiaries as of the end of such year and the related unaudited consolidating profit and loss statement of the Borrowers and their Subsidiaries, which in the case of consolidated financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form (i) the figures for the applicable period set forth in the projections provided by the Borrower Parties pursuant to Section 4.1, as amended or superseded by projections delivered pursuant to Section 7.5(e), and (ii) such figures as at the end of and for the previous yearyear and (ii) as contained in Borrowers’ and their Subsidiaries’ projections and forecast delivered to the Administrative Agent on the Agreement Date or pursuant to Section 7.5(e) for such periods, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that such audited financial statements are unqualified and prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respectsGAAP, without any explanatory paragraphs“going concern” or like qualification, together with a statement exception or explanation and without any qualification or exception as to scope of such accountants of Camping World certifying audit, provided, however, that no Default, including any Default under the Financial Covenants (as applicable), was detected during the examination of the Borrower Parties. (b) Within one hundred twenty (120) days after the end of each fiscal year of AGI, the audited balance sheet of AGI as at the end of a conclusion by such period and the related audited statements of income and retained earnings and related audited statements of cash flows for such period, all of which shall be on a consolidated basis for AGI and its Subsidiaries, together with consolidating schedules for AGI and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form such figures as at the end of and for the previous year, and shall be accompanied by an unqualified opinion of Borrower’s independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating auditors that such Borrower has a "material weakness" in the effectiveness of its internal controls over financial statements are prepared reporting shall not constitute a breach of this Section 6.4 unless such the purported weakness could reasonably be expected to result in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of AGI certifying that no default with respect to the AGI Credit Documents was detected during the examination of AGI and its SubsidiariesMaterially Adverse Effect.

Annual Financial Statements and Information; Certificate of No Default. (a) Within one hundred twenty (120) days after the end of On or before each applicable Financial Statements Delivery Date, with respect to each fiscal year of Camping Worldthe Borrower, the following: (a) a copy of the audited consolidated balance sheet sheets, and the related audited consolidated statements of Camping World income, retained earnings and cash flows, of the Rainbow Group, setting forth the financial information of the Rainbow Group as at the end of such period the fiscal year then ended; (b) a copy of the audited consolidated balance sheets, and the related audited consolidated statements of income, retained earnings and cash flows, of the Rainbow Companies, setting forth the financial information of the Rainbow Companies as at the end of the fiscal year then ended; and (c) a copy of (i) the audited combined balance sheet, and the related audited combined statements of income, retained earnings and cash flows, of the MGM Companies, setting forth in the case of the statements of income and retained earnings the financial performance of the MGM Operating Companies by footnote, as at the end of the fiscal year then ended, and (ii) the unaudited combining balance sheet, and the related audited unaudited combining statements of income, retained earnings and cash flows for such periodflows, all of which shall be on a consolidated basis for Camping World and its Subsidiariesthe MGM Companies, together with consolidating schedules for Camping World and its Subsidiaries, which as at the end of the fiscal year then ended. All of the foregoing financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form (i) the such figures for the applicable same period set forth in the projections provided by the Borrower Parties pursuant to Section 4.1, as amended or superseded by projections delivered pursuant to Section 7.5(e), and (ii) such figures as at the end of and for the previous yearprior fiscal year and, and with respect to the audited financial statements, shall be accompanied by an unqualified opinion of KPMG Peat Marwick or a firm of independent certified public accountants of recognized national standing selected by the Borrower and satisfactory to the Administrative Agent, stating that such financial statements are prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphsMajority Lenders, together with a statement of such accountants of Camping World certifying that no Default or Event of Default, including including, without limitation, any Default 80 under the Financial Covenants (as applicable)Sections 8.8, 8.9 and 8.10 hereof, was detected during the examination of the Rainbow Group or the MGM Companies and that such accountants have authorized the Borrower Parties. (b) Within one hundred twenty (120) days after the end of each fiscal year of AGI, the audited balance sheet of AGI as at the end of such period and the related audited statements of income and retained earnings and related audited statements of cash flows for such period, all of which shall be on a consolidated basis for AGI and its Subsidiaries, together with consolidating schedules for AGI and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form such figures as at the end of and for the previous year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that deliver such financial statements are prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of AGI certifying that no default with respect opinion thereon to the AGI Credit Documents was detected during the examination of AGI and its SubsidiariesParties pursuant to this Agreement.

Annual Financial Statements and Information; Certificate of No Default. (a) Within one hundred twenty (120) 95 days after the end of each fiscal year year, a copy of Camping World, (i) the audited combined cash balance sheet of Camping World the Borrower and the Subsidiaries, as at of the end of the current and prior fiscal years and (ii) combined cash statements of earnings, statements of changes in shareholders' equity, and statements of changes in cash of the Borrower and the Subsidiaries as of and through the end of such period and the related audited statements of income and retained earnings and related audited statements of cash flows for such periodfiscal year, all of which shall be on a consolidated basis for Camping World and its Subsidiaries(A) are certified by independent certified public accountants acceptable to the Lenders, together with consolidating schedules for Camping World and its Subsidiaries, which financial statements whose opinion shall be in form scope and substance satisfactory in accordance with generally accepted auditing standards and shall contain only such qualifications as may be acceptable to the Administrative Agent Lender and (B) set forth in comparative form figures for the corresponding periods in the previous fiscal year. (b) Within 90 days after the end of each fiscal year, a copy of (i) the figures for the applicable period set forth in the projections provided by combined balance sheet of the Borrower Parties pursuant to Section 4.1and the Subsidiaries, as amended or superseded by projections delivered pursuant to Section 7.5(e), of the end of the current and prior fiscal years and (ii) such figures combined statements of earnings, statements of changes in shareholders' equity, and statements of changes in cash as at of and through the end of and for the previous such fiscal year, all of which (A) are prepared in accordance with GAAP, and shall be accompanied certified by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory acceptable to the Lenders, whose opinion shall be in scope and substance in accordance with generally accepted auditing standards and shall contain only such qualifications as may be acceptable to the Administrative AgentLender, stating that such financial (B) shall detail separately tangible cash exchange items and intangible and barter exchange items and (C) set forth in comparative form figures for the corresponding periods in the previous fiscal year. (c) Simultaneously with the delivery of the statements are prepared in all material respects in accordance with GAAP and fairly present required by this Section 6.2, a letter from the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such Borrower's public accountants of Camping World certifying that no Default, including any Default under the Financial Covenants (as applicable), was detected during the examination of the Borrower Partiesand the Subsidiaries, and authorizing the Borrower to deliver such financial statements and opinion thereon to the Administrative Lender and Lenders pursuant to this Agreement. (bd) Within one hundred twenty (120) As soon as available, but in any event within 60 days after following the end of each fiscal year year, a copy of AGI, the audited balance sheet annual combined operating budget of AGI as at the end of such period Borrower and the related audited statements of income and retained earnings and related audited statements of cash flows for such period, all of which shall be on a consolidated basis for AGI and its Subsidiaries, together with consolidating schedules for AGI and its Subsidiaries, which financial statements shall be in form and substance satisfactory to the Administrative Agent and set forth in comparative form such figures as at the end of and Subsidiaries for the previous succeeding fiscal year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing satisfactory to the Administrative Agent, stating that such financial statements are prepared in all material respects in accordance with GAAP and fairly present the financial condition of Camping World and its Subsidiaries in all material respects, without any explanatory paragraphs, together with a statement of such accountants of AGI certifying that no default with respect to the AGI Credit Documents was detected during the examination of AGI and its Subsidiaries.