Common use of Financial and Business Information Clause in Contracts

Financial and Business Information. The Constituent Companies shall deliver to each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such quarter, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; provided, that delivery within the time periods specified above of copies of the Parent Guarantor’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-Q if such Form 10-Q shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder; (b) Annual Statements — within 120 days after the end of each fiscal year of the Parent Guarantor, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries, as at the end of such year, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor and its Subsidiaries, for such year, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated 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 delivery within the time period specified above of copies of the Parent Guarantor’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-K if such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarterquarter (compared to the previous fiscal year end), and (2ii) consolidated and consolidating statements of income, earnings and cash flows and retained earnings of the Parent Guarantor 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, setting forth quarter (in the case of the consolidated financial statements, in comparative form) the figures for compared to the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notesadjustments; provided, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on the SEC’s XXXXX “XXXXX” system (or any successor system adopted thereto) or any other publicly available database maintained by the SECSEC and on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxx.xxx) and shall have provided notification given each holder of a Note prior notice of such availability on XXXXX (or any such successor thereto) or any other such publicly available database maintained by the SEC and on its home page on the worldwide web in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2ii) consolidated and consolidating statements of incomeearnings, changes in stockholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholdersstockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — as soon as available, but in any event within 60 days after the end of each quarterly fiscal period in each fiscal year Fiscal Year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Year), duplicate copies of,: (1i) a an unaudited consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) an unaudited consolidated and consolidating statements statement of income, changes in partners’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year Fiscal Year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor 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 normal, recurring year-end audit adjustments and the absence of notesadjustments; provided, provided that delivery within the time periods period specified above of copies of the Parent GuarantorMLP’s Quarterly Report on SEC Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SECSEC shall, shall so long as the only material operating entity and other assets held by the MLP are, and the only material liabilities of the MLP are liabilities of, the Company (including, for this purpose, the Company’s Subsidiaries) be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such SEC Form 10-Q if it shall have timely made such SEC Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (at the date of this Agreement located at: http//xxx.XXXX.xxx or any successor system adopted by after the SECdate of this Agreement at such other web page specified in a notice to the Purchasers) and shall have provided notification of the availability thereof to such holder; (b) Annual Statements — within 120 days after the end of given each fiscal year of the Parent Guarantor, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries, as at the end Purchaser prior notice of such year, and (2) consolidated availability on XXXXX and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor and on its Subsidiaries, for such year, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated 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 home page in connection with each delivery (such financial statements has been made in accordance with generally accepted auditing standards, availability and that such audit provides a reasonable basis for such opinion in the circumstances; provided, that delivery within the time period specified above of copies of the Parent Guarantor’s Annual Report on Form 10-K or applicable successor form (notice thereof being referred to as “Form 10-KElectronic Delivery”) for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-K if such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; provided, that delivery within the time periods specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have made such Form 10-Q shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder; (b) Annual Statements — within 120 days after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated 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 delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if it shall have made such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, income and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxx.xxx) (such availability being referred to as “Electronic Delivery”) and shall have provided notification given such holder notice of the availability thereof to each such holderElectronic Delivery; (b) Annual Statements — within 120 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2ii) consolidated and consolidating statements of income, cash flows flows, and retained earnings comprehensive income and shareholders’ equity of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to selected by the Required HoldersCompany, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) Electronic Delivery thereof and shall have provided notification given such holder notice of the availability thereof to each such holderElectronic Delivery;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — - within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report of Form 10-Q (the “Form 10-Q”) with the SEC) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “EXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//wxx.xxxxxxxx.xxx) and shall have provided notification given each Purchaser prior notice of the such availability on EXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — - within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of,: (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by: (A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, 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 copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant’s certificate described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants’ Certificate;

Financial and Business Information. The Constituent Companies shall Company will deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, and provided further that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely filed such Form 10-Q shall have been made with the SEC on “XXXXX” (or any successor thereto) and such Form 10-Q is available for free within the time period specified above on the SEC’s XXXXX system website and on the Company’s home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxx.xxx), or any successor system adopted by posted on the SEC) Company’s behalf on IntraLinks or another relevant website, if any, to which each such holder has access, and shall have provided notification given such holder prior notice of the such availability on XXXXX and on its home page, IntraLinks or other relevant website in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” of KPMG LLP or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) another firm of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 45 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its applicable website page as linked from its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxxx.xxx) and shall have provided notification given each Purchaser prior notice of the such availability on XXXXX and through its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 90 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by (A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, and (B) a certificate of such accountants stating whether, in making their audit, no knowledge was obtained of any Default, and, if any Default shall exist, stating the nature and status of such event, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant’s certificate described in clause (B) above (the “Accountant’s Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SECAccountant’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderCertificate;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2) consolidated and consolidating statements of income, shareholders’ equity and cash flows and retained earnings of the Parent Guarantor 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, setting forth in each case in comparative form the figures for the corresponding fiscal quarter and (in the case of the consolidated financial statements, in comparative formsecond and third quarters) the figures for the corresponding period or periods of (or, in the case portion of the balance sheet, as fiscal year ending with such quarter of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedfootnotes, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies 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 shall have been made available for free within the time period specified above on “XXXXX” and on the SECCompany’s XXXXX system home page on the worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxxxxx.xxx) and shall have provided notification of the (such availability thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of,: (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2) consolidated and consolidating statements of income, shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent certified public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); provided, provided further, that the Constituent Companies Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of incomeearnings, shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedfootnotes, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance in all material respects with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxx.xxx) and shall have provided notification given each Purchaser prior notice of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 100 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of incomeearnings, shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in all material respects in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies So long as any of the Notes are outstanding, the Company shall deliver to each holder of a Note Notes that is not an Affiliate of the Company (“Non-Affiliate Holder”) and is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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, to the extent the Company is required to file a Form 10-Q) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company, regardless of whether the Company is subject to the filing requirements thereof (other than (i) the quarterly period ended March 31, 2010 for which the 60-day period above shall be extended until the date the Form 10-Q for such period is actually filed and (ii) the last quarterly fiscal period of each such fiscal year, for which no quarterly statement shall be required), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a6.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” or on the SECCompany’s XXXXX system home page on the worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxxx.xxx) and shall have provided notification of the (such availability thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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, to the extent the Company is required to file a Form 10-K) after the end of each fiscal year of the Parent GuarantorCompany, regardless of whether the Company is subject to the filing requirements thereof, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b6.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — promptly after the same are available and in any event within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, income and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, in the case of the first fiscal quarter, for such quarter quarter, and (in the case of the second and third quarters: (A) statements of income for both the quarter and the portion of the fiscal year ending with such quarter and (B) statements of cash flows for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), ) 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 of the Parent Guarantor 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 audit adjustments and the absence of notesadjustments; provided, however, that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;XXXXX. (b) Annual Statements — promptly after the same are available and in any event within 120 90 days after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and comprehensive income and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied accompanied (A) by an opinion thereon of an independent registered public accounting firm of recognized national standing (without a “going concern” or similar like qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersaudit), which opinion shall state that such consolidated 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 accounting firm in connection with such financial statements has been made in accordance with generally accepted the standards of the Public Company Accounting Oversight Board (“PCAOB”), or the applicable auditing standardsstandards should the PCAOB standards be superseded, and that such audit provides a reasonable basis for such opinion in the circumstances; provided, and provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made such Form 10-K shall have been made available for free within the time period specified above on the SECSecurities and Exchange Commission’s XXXXX system system, or its successor thereto; and (B) by a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default in the performance of or compliance with any successor system adopted by the SECterm contained in Sections 10.12(a) and shall have provided notification of 10.12(b), insofar as they relate to accounting matters (which certificate may be limited to the availability thereof to such holder;extent required by accounting rules or guidelines).

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — - within 60 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Principal Credit Agreement or the date on which such corresponding financial statements are delivered under any Principal Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; provided, that delivery within the time periods specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have made such Form 10-Q shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder; (b) Annual Statements — - within 120 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Principal Credit Agreement or the date on which such corresponding financial statements are delivered under any Principal Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated 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 delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if it shall have made such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;

Financial and Business Information. The Constituent Companies Company shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — - within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: xxxx://xxx.xxxxxxxx.com) and shall have provided notification given each Purchaser and each holder of the a Note prior notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — - within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of,: (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by: (A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, 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 copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant’s certificate described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants’ Certificate;

Financial and Business Information. Financial and Business Information. The Constituent Companies Company shall deliver to each Purchaser, and to each holder and Beneficial Holder of a Note Notes that is an Institutional Investorrequests it: (a) Quarterly Statements — - within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (forth, in the case of the consolidated financial statementseach case, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, 10‑Q prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q 10‑Q if it shall have timely made such Form 10-Q shall have been made 10‑Q available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxxxxxx.xxx) and shall have provided notification given each Purchaser prior notice of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — - within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (forth, in the case of the consolidated financial statementseach case, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by (A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, 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 copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) 10‑K for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a‑3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant’s certificate described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K 10‑K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants’ Certificate;

Financial and Business Information. The Constituent Companies Company shall deliver to each Purchaser, and to each holder and Beneficial Holder of a Note Notes that is an Institutional Investorrequests it: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxxxxxx.xxx) and shall have provided notification given each Purchaser prior notice of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by (A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, 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 copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant’s certificate described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants’ Certificate;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its consolidated Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of incomeincome and changes in financial position (or consolidated statements of cash flow, cash flows and retained earnings as the case may be) of the Parent Guarantor Company and its Subsidiaries consolidated 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxx.xxx) and shall have given each Waters Corporation Note Purchase Agreement Purchaser prior notice (which may include by email to any holder of Notes which has provided notification to the Company an email address for such notice under this Section 7.1(a)) of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, consolidated Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, cash flows income and retained earnings shareholders’ equity and changes in financial position of the Parent Guarantor Company and its Subsidiaries, consolidated Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion a report thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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 changes in financial position 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxx.xxx) and shall have provided notification given each Purchaser prior notice of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by (A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, 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 copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant’s certificate described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants’ Certificate;

Financial and Business Information. The Constituent Companies Fund shall deliver or cause to be delivered to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Semi-Annual Statements — within 60 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Fund’s semi-annual report on Form N-CSR (the “Form N-CSR’”) with the SEC regardless of whether the Fund is subject to the filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Parent Guarantor Fund (other than the last quarterly semi-annual fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating an unaudited balance sheet of the Parent Guarantor and its Subsidiaries Fund, as at the end of such quartersemi-annual fiscal period, and (2ii) consolidated and consolidating unaudited statements of income, cash flows operations and retained earnings changes in net assets of the Parent Guarantor and its Subsidiaries for such quarter and (in the case of the second and third quarters) Fund, for the portion of the fiscal year ending with such quartersemi-annual fiscal period, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), the previous fiscal year, ClearBridge Energy MLP Fund Inc. Note Purchase Agreement all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on Fund and their its results of operations and cash flows, subject to changes resulting from year-end audit adjustments and the absence of notes; providedadjustments, that delivery within the time periods specified above of copies of the Parent Guarantor’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, provided that the Constituent Companies Fund shall be deemed to have made such delivery of such Form 10semi-Q annual financial statements if such Form 10-Q it shall have been timely made such semi-annual financial statements available for free on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxx.xxx) and shall have given such holder prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”); provided, further, that the Fund agrees also to deliver hard copies of such financial statements to any holder of Notes who has requested such delivery in writing within the time period specified above on required above, unless such written request was made within the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification last 10 days of the availability thereof to end of such holdertime period, in which case, the Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above; (b) Annual Statements — within 120 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Fund’s Annual Report on Form N-CSR with the SEC regardless of whether the Fund is subject to the filing requirements thereof) after the end of each fiscal year of the Parent GuarantorFund, duplicate copies of, (1i) a consolidated and consolidating balance sheet and schedule of investments of the Parent Guarantor and its SubsidiariesFund, as at the end of such year, and (2ii) consolidated and consolidating statements of income, cash flows operations and retained earnings changes in net assets of the Parent Guarantor and its SubsidiariesFund, for such year, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorFund’s Annual Report on Form 10N-K or applicable successor form (“Form 10-K”) CSR for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); , and provided, further, that the Constituent Companies Fund shall be deemed to have made such delivery of such Form 10N-K CSR if such Form 10-K it shall have been timely made available for free Electronic Delivery thereof, and provided, further, that the Fund agrees also to deliver hard copies of such financial statements to any holder of Notes who has requested such delivery in writing within the time period specified above on required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above; ClearBridge Energy MLP Fund Inc. Note Purchase Agreement (c) SEC and Other Reports — promptly upon their becoming available: (i) one copy of each semi-annual or annual financial statement, each regular or periodic report sent to the Fund’s stockholders, each notice sent to the Fund’s stockholders, each proxy statement and similar document filed with the SEC’s XXXXX system , each registration statement that shall have become effective (or any successor system adopted without exhibits except as expressly requested by such holder) and each final prospectus and all amendments thereto Filed by the Fund with the SEC) and ; provided that the Fund shall be deemed to have made such delivery if it shall have provided notification timely made Electronic Delivery thereof; provided, further, that the Fund agrees also to deliver hard copies of such reports to any holder of Notes who has requested such delivery in writing no later than 10 days after receipt of such notice, and (ii) if requested by a holder of Notes, each financial statement, report or notice sent by the availability thereof Fund to its principal lending banks as a whole (excluding information sent to such holder;banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to any NRSRO.

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1i) a an unaudited consolidated and consolidating balance sheet of the Parent Guarantor Company (on a consolidated basis with respect to the Company and its Subsidiaries consolidated Subsidiaries) as at the end of such quarter, and (2ii) unaudited consolidated and consolidating statements of income, accumulated deficit and cash flows and retained earnings of the Parent Guarantor Company (on a consolidated basis with respect to the Company and its Subsidiaries consolidated 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor as fairly presenting, in all material respects, the consolidated financial position of the companies Company being reported on and their the results of operations and cash flows, subject to changes resulting from year-end audit adjustments and the absence of notes; provided, that delivery within the time periods specified above of copies of the Parent Guarantor’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, provided that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q financial statements if such Form 10-Q it shall have been timely made such financial statements available on “EXXXX” and on Canada’s System for free within the time period specified above Electronic Document Analysis and Retrieval (“SEDAR”) and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//wxx.xxxxxxxx.xxx) and shall have given each Purchaser prior notice (which may be provided notification concurrently with the certificate to be delivered pursuant to Section 7.2) of the such availability on EXXXX, SEDAR and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 days after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company (on a consolidated basis with respect to the Company and its consolidated Subsidiaries), as at the end of such year, and (2ii) consolidated and consolidating statements of income and comprehensive income, changes in shareholders’ equity, and cash flows and retained earnings of the Parent Guarantor Company (on a consolidated basis with respect to the Company and its consolidated Subsidiaries), for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion a report thereon (without of a “going concern” or similar qualification or exception and without any qualification or exception as firm of the Company’s independent chartered accountants to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state effect that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Company and its consolidated Subsidiaries and their results of operations financial performance 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, standards and that included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as said accountants deemed necessary in the circumstances; provided, that delivery within the time period specified above of copies of the Parent Guarantor’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, provided that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K financial statements and report if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Bonds that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in stockholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section thisSection 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxxxxxxxxxxxx.xxx) and shall have provided notification given each Purchaser prompt notice of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in stockholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholdersstockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made Electronic Delivery thereof; (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 or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each 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 for free within generally by the time period specified above on the SEC’s XXXXX system (Company or any successor system adopted by Subsidiary to the SECpublic concerning developments that are Material; provided that the Company shall be deemed to have made such delivery of such materials in clauses (i) and (ii) of this Section 7.1(c) if it shall have provided notification of timely made Electronic Delivery thereof (to the availability thereof to extent delivery in such holder;manner is available).

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 45 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxx.xxx) and shall have provided notification of the (such availability thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 90 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by (A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, 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 copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if anyany and when filed, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountants’ certificate described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants’ Certificate;

Financial and Business Information. The Constituent Companies Borrower shall (or shall cause the Fiscal Agent to) deliver to each beneficial holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — - within 60 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Borrower (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries Borrower as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in partners’ equity and cash flows and retained earnings of the Parent Guarantor and its Subsidiaries Borrower, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on Borrower and their its results of operations and cash flows, subject to changes resulting from year-end audit adjustments and the absence of notes; providedadjustments, that delivery within the time periods specified above of copies of the Parent Guarantor’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, provided that the Constituent Companies Borrower shall be deemed to have made such delivery required above if it shall have timely made such materials available on Intralinks (at the date of this Agreement located at: http//xxx.xxxxxxxxxx.xxx) or a comparable electronic posting medium as to which the holders of Notes have been notified and provided access information and Borrower shall (A) have given each beneficial holder of Notes prior electronic notice of such Form 10-Q if such Form 10-Q shall have been made available for free within the time period specified above availability on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder; (b) Annual Statements — within 120 days after the end of each fiscal year of the Parent Guarantor, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries, as at the end of such year, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor and its Subsidiaries, for such year, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated 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 Intralinks in connection with each delivery (such financial statements has been made in accordance with generally accepted auditing standards, availability and that such audit provides a reasonable basis for such opinion in the circumstances; provided, that delivery within the time period specified above of electronic notice thereof being referred to as “Electronic Delivery”) and (B) deliver paper copies of the Parent Guarantor’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent Guarantor’s annual report materials to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements any beneficial holder of this Section 7.1(b); provided, further, Notes that requests that the Constituent Companies shall be deemed Borrower deliver paper copies until a written request to have made cease delivering paper copies is given by such delivery beneficial holder of such Form 10-K if such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderNotes;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of incomeearnings, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notesyear‑end adjustments; provided, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, 10‑Q prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q 10‑Q if it shall have timely made such Form 10-Q shall have been made 10‑Q available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxx.xxx) and shall have provided notification given each Purchaser and holder of the a Note prior notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2ii) consolidated and consolidating statements of incomeearnings, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, Sensient Technologies Corporation Note Purchase Agreement setting forth (in the eac case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by: (1) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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 standardsthe standards of the Public Company Oversight Board (United States), 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) 10‑K for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a‑3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant’s certificate described in clause (2) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K 10‑K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants’ Certificate;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxx.xxx) and shall have provided notification given each Purchaser prior notice of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by (A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, 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 copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant’s certificate described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants’ Certificate;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes, and prior to the Second Closing each Purchaser, that is an Institutional Investor: (a) Quarterly Statements — - within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 Cleco Power LLC Note Purchase Agreement Officer of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, 10‑Q prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q 10‑Q if it shall have timely made such Form 10-Q shall have been made 10‑Q available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxx.xxx) and shall have provided notification given each Purchaser annual notice of the such availability on XXXXX and on its home page (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — - within 120 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) 10‑K for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a‑3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K 10‑K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Consolidated Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, operations and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Consolidated 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “EXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//wxx.xxxxxxxxxxxxxxxxxxxxx.xxx) and shall have provided notification given each Purchaser prior notice of the such availability on EXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Consolidated Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, cash flows operations and retained earnings and cash flows of the Parent Guarantor Company and its Subsidiaries, Consolidated Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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 provided 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 delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated therefor and consolidating financial statements described above and filed with provided to the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall also be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, Eagle Materials Inc. Note Purchase Agreement setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments adjustments, provided that filing with the Securities and the absence of notes; provided, that delivery Exchange Commission within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, therefor shall be deemed to satisfy the requirements of this Section 7.1(a); ) and, provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “EXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//wxx.xxxxxxxxxxxxxx.xxx) and shall have provided notification of the availability thereof to such holder; (b) Annual Statements — within 120 days after the end of given each fiscal year of the Parent Guarantor, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries, as at the end Purchaser prior notice of such year, and (2) consolidated availability on EXXXX and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor and on its Subsidiaries, for such year, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated 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 home page in connection with each delivery (such financial statements has been made in accordance with generally accepted auditing standards, availability and that such audit provides a reasonable basis for such opinion in the circumstances; provided, that delivery within the time period specified above of copies of the Parent Guarantor’s Annual Report on Form 10-K or applicable successor form (notice thereof being referred to as “Form 10-KElectronic Delivery”) for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-K if such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;

Financial and Business Information. The Constituent Companies shall Company will deliver to each holder of a Note Notes that is an Institutional Accredited Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and, (2ii) a consolidated and consolidating statements statement of income, cash flows and retained earnings operations of the Parent Guarantor 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, and (iii) a consolidated statement of cash flows of the Company and its Subsidiaries for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); ) provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such financial statements or such Form 10-Q if such Form 10-Q it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof; (b) Annual Statements — within 120 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2ii) consolidated and consolidating statements of incomeoperations, stockholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholdersstockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); ) provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such financial statements or such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — - within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Quarterly Report of Form 10-Q (the "Form 10-Q") with the SEC) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent Guarantor’s Quarterly Report on Company's Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on "XXXXX" and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxx.com) and shall have provided notification given each Purchaser prior notice of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas "Electronic Delivery"); (b) Annual Statements — - within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of,: (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by: (A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, 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 copies of the Parent Guarantor’s Annual Report on Company's Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent Guarantor’s Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant's certificate described in clause (B) above (the "Accountants' Certificate"), shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants' Certificate;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — -- within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notesadjustments; provided, provided that delivery within the time periods period specified above of copies of the Parent Guarantor’s Quarterly Report on Company's Form 10-10 Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on "XXXXX" and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxx.xxx) and shall have provided notification given or caused to be given each Purchaser notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as "Electronic Delivery"), in which event, the Company shall separately deliver, TALX Corporation Note Purchase Agreement concurrently with such Electronic Delivery, the certificate of the availability thereof to such holder;Senior Financial Officer. (b) Annual Statements — -- within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent Guarantor’s Annual Report on Company's Form 10-10 K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent Guarantor’s Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above thereof and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); ) and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 55 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 normal year-end audit adjustments and adjustments, provided that (i) in the absence event the Company posts such financial statements on its home page on the worldwide web (at the date of notes; provided, that delivery this Agreement located at xxxx://xxx000.xxxxxx.xxxxxxxxxxx.xxx/xxxx-xxxxxxx.xxx) within the time periods period specified above of copies of the Parent Guarantor’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for above, such fiscal quarter, prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, posting shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-Q if such Form 10-Q shall have been made available for free within the time period specified above on the SEC’s XXXXX system ) or (or any successor system adopted by the SECii) and shall have provided notification of the availability thereof to such holder; (b) Annual Statements — within 120 days after the end of each fiscal year of the Parent Guarantor, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries, as at the end of such year, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor and its Subsidiaries, for such year, setting forth (in the case of event the consolidated financial statementsCompany becomes a reporting company under the Exchange Act, in comparative form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as delivery to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported upon Securities 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 delivery Exchange Commission within the time period specified above of copies of the Parent GuarantorCompany’s Annual Quarterly Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together Q prepared in compliance with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b); 7.1(a) and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of the financial statements described above or such Form 10-K Q if it shall have timely posted such financial statements on its home page on the worldwide web or timely made such Form 10-K shall have been made Q available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system (or any successor system adopted by worldwide web, as the SEC) case may be, and shall have provided notification given such holder prior notice (such notice to include the address of the its home page) of such availability on its home page or on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”);

Financial and Business Information. The Constituent Companies Company shall deliver to each Purchaser and holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or, as long as the Company is subject to the filing requirements of the SEC, such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10‑Q (“Form 10‑Q”) with the SEC) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: South Jersey Industries, Inc. Note Purchase Agreement (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, ; and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedyear‑end adjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, 10‑Q prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q 10‑Q if it shall have timely made such Form 10-Q shall have been made 10‑Q available for free within on “XXXXX” or on, or through a link on, the time period specified above on website of the SEC’s XXXXX system (or any successor system adopted by the SEC) Company and shall have provided notification given each Institutional Investor that is a holder of a Note prior notice of such availability on XXXXX or on or through the website of the Company in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 days (or, as long as the Company is subject to the filing requirements of the SEC, such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10‑K (“Form 10‑K”) with the SEC) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of,: (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, ; and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, and provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) 10‑K for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a‑3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K 10‑K (together with the Company’s annual report to shareholders, if such Form 10-K any, prepared pursuant to Rule 14a‑3 under the Exchange Act) if it shall have been timely made Electronic Delivery thereof; South Jersey Industries, Inc. Note Purchase Agreement (c) SEC and Other Reports — except for the filings referred to in Section 7.1(a) and (b) above, promptly upon their becoming available, one copy of (i) each financial statement (including, without limitation, any consolidating financial statements), report, notice or proxy statement sent by the Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public Securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), and each 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 for free within generally by the time period specified above on the SEC’s XXXXX system (Company or any successor system adopted by Subsidiary to the SEC) and public concerning developments that are Material, provided that the Company shall be deemed to have made such delivery of such information if it shall have provided notification of the availability thereof to such holdertimely made Electronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 45 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (each a “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) Subsidiaries, for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxxxxx.xxx) and shall have provided notification of the availability thereof to such holder; (b) Annual Statements — within 120 days after the end of given each fiscal year of the Parent Guarantor, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries, as at the end Purchaser prior notice of such year, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor and its Subsidiaries, for such year, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” availability on XXXXX or similar qualification or exception system and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated 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 its home page in connection with each delivery (such financial statements has been made in accordance with generally accepted auditing standards, availability and that such audit provides a reasonable basis for such opinion in the circumstances; provided, that delivery within the time period specified above of copies of the Parent Guarantor’s Annual Report on Form 10-K or applicable successor form (notice thereof being referred to as “Form 10-KElectronic Delivery”) for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-K if such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;

Financial and Business Information. The Constituent Companies shall Company will deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and, (2ii) consolidated and consolidating statements of income, cash flows and retained earnings income of the Parent Guarantor 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, setting forth and (iii) consolidated statements of cash flows of the Company and its Subsidiaries for such quarter or (in the case of the consolidated financial statementssecond and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxxxx.xxx) and shall have provided notification of the availability thereof to such holder; (b) Annual Statements — within 120 days after the end of given each fiscal year of the Parent Guarantor, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries, as at the end Purchaser prior notice of such year, and (2) consolidated availability on XXXXX and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor and on its Subsidiaries, for such year, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated 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 home page in connection with each delivery (such financial statements has been made in accordance with generally accepted auditing standards, availability and that such audit provides a reasonable basis for such opinion in the circumstances; provided, that delivery within the time period specified above of copies of the Parent Guarantor’s Annual Report on Form 10-K or applicable successor form (notice thereof being referred to as “Form 10-KElectronic Delivery”) for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-K if such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Bonds that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in stockholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “EXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//wxx.xxxxxxxxxxxxxxxxxx.xxx) and shall have provided notification given each Purchaser prompt notice of the such availability on EXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in stockholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholdersstockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 45 days (or, if earlier and if applicable to the Company, the quarterly report deadline under the Exchange Act rules and regulations) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and adjustments, provided that filing with the absence of notes; provided, that delivery SEC within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, therefor shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its website on the SEC’s XXXXX system Internet at xxxx://xx.xxxxxx.xxx/xxx.xxx (or any successor system adopted at another website accessible by the SECholders without charge) in connection with each such filing with the SEC and shall have provided notification given each holder timely notice of the such availability thereof on XXXXX and on its home page (or other accessible website) in connection with each delivery (such availability being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 90 days (or, if earlier and if applicable to the Company, the annual report deadline under the Exchange Act rules and regulations) after the end of each fiscal year of the Parent Guarantor, duplicate copies ofCompany, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent certified public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to (the Required Holders“Accountants’ Opinion”), which opinion shall state that such consolidated 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, provided that delivery filing with the SEC within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, therefor shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K and Accountants’ Opinion if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxxxxx.xxx) and shall have provided notification given each holder prior notice of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1i) a consolidated statement of assets and consolidating balance sheet liabilities of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of incomeoperations, changes in net assets and cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on condition and their results of operations of the Company and cash flowsits Subsidiaries on a consolidated basis, subject to changes resulting from year-end audit adjustments and the absence of notesfootnotes; provided, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxxxxxxxx.xxx) and shall have provided notification given each Purchaser prior notice of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holder;as “Electronic Delivery”); BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated statement of assets and consolidating balance sheet liabilities of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2ii) consolidated and consolidating statements of incomeoperations, changes in net assets and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied all reported on by an opinion thereon (without a “going concern” Deloitte & Touche LLP or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of other independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state effect that such consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported upon condition and their results of operations of the Company 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 its Subsidiaries on a consolidated basis in accordance with generally accepted auditing standards, and GAAP consistently applied; provided that such audit provides a reasonable basis for such opinion in the circumstances; provided, that delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver cause to be delivered to each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — - within 60 days (or such shorter period as is the date by which such financial statements are required to be delivered under any 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 quarterly fiscal period in each fiscal year of the Parent Guarantor Trust (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1) i. a consolidated and consolidating unaudited balance sheet of the Parent Guarantor Trust and its Subsidiaries as at the end of such quarter, and (2) and ii. consolidated and consolidating unaudited statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Trust 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorTrust’s Quarterly Report on Form 10-Q or applicable successor form (the “Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); ) as to the Trust, provided, further, that the Constituent Companies Trust shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxx.xxx) and shall have provided notification given each holder of the a Note prior notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — - within 120 100 days (or such shorter period as is the date by which such financial statements are required to be delivered under any 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 fiscal year of the Parent GuarantorTrust, duplicate copies of, (1) i. a consolidated and consolidating audited balance sheet of the Parent Guarantor Trust and its Subsidiaries, as at the end of such year, and (2) ii. consolidated and consolidating audited statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Trust and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorTrust’s Annual Report on Form 10-K or applicable successor form (the “Form 10-K”) for such fiscal year (together with the Parent GuarantorTrust’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act), Act of 1934) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Trust shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedfootnotes, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above in clauses (1) and (2) of this Section 7.1(a) and otherwise prepared in compliance, in all material respects, with the requirements therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies 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 shall have been made available for free within the time period specified above on “XXXXX” and on the SECCompany’s XXXXX system home page on the worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxx.xxx) and shall have provided notification given each holder of the Notes notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on 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 Parent GuarantorCompany, duplicate copies of,: (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent certified public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year containing the financial statements described in clauses (1) and (2) of this Section 7.1(b) (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) and otherwise prepared in accordance compliance, in all material respects, with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); provided, provided further, that the Constituent Companies Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Issuers shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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 reporting requirements of the Exchange Act) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxx.xxx) and shall have provided notification given each Purchaser prior notice, by electronic mail, of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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 reporting requirements of the Exchange Act) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by (A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in the course of their audit, such accountants have become aware that an Event of Default under Section 11(c) has occurred and is continuing as the result of a breach of Section 10.7, and, if they are aware that such Event of Default then exists, specifying the nature and period of the existence thereof, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant’s certificate described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants’ Certificate;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a an unaudited consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as of the end of such fiscal quarter, and (ii) the related unaudited consolidated statements of income and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year ended at the end of such quarter, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedfootnote disclosures, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “EXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//wxx.xxxxxxxxxxxxxxx.xxx) and shall have provided notification given such holder prior notice of the such availability on EXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of,, The Laclede Group, Inc. Note Purchase Agreement (1i) a an audited consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at of the end of such fiscal year, and (2ii) the related audited consolidated and consolidating statements of income, retained earnings and cash flows and retained earnings of the Parent Guarantor and its Subsidiaries, for such fiscal year, including notes thereto, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of income, changes in stockholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed by the Company with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxx.xxx) (such availability being referred to as “Electronic Delivery”), and provided, further, that in the case of Electronic Delivery of any such financial statements, the Company shall deliver to each holder of Notes that is an Institutional Investor upon request (including by electronic mail) by such holder of Notes (x) printed copies of such financial statements or any successor system adopted by (y) an electronic copy of such Form 10-Q or a link to the SEC) and shall have page on the worldwide web on which such Form 10-Q is available, free of charge, via electronic mail to the electronic mail address or addresses of such holder set forth in Schedule A or otherwise provided notification of to the availability thereof to such holderCompany in accordance with Section 18; (b) Annual Statements — within 120 90 days after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in stockholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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 Public Company Accounting Oversight Board standards, and that such audit provides a reasonable basis for such opinion in the circumstances; provided, and provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholdersstockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K and annual report to stockholders if it shall have timely made Electronic Delivery thereof, and provided, further, that in the case of Electronic Delivery of any such financial statements, the Company shall deliver to each holder of Notes that is an Institutional Investor upon request (including by electronic mail) by such holder of Notes (x) printed copies of such financial statements or (y) an electronic copy of such Form 10-K shall have been made available for free within and annual report to stockholders or a link to the time period specified above page on the SEC’s XXXXX system (worldwide web on which such Form 10-K and annual report to stockholders is available, free of charge, via electronic mail to the electronic mail address or any successor system adopted by addresses of such holder set forth in Schedule A or otherwise provided to the SEC) and shall have provided notification of the availability thereof to such holderCompany in accordance with Section 18;

Financial and Business Information. The Constituent Companies Parent shall deliver to each holder of a Note Notes that is an Institutional Investor:Investor (and for purposes of this Agreement, except as expressly provided otherwise below, the information required by this Section 7.1 shall be deemed delivered on the date of delivery of such information in the English language or the date of delivery of an English translation thereof): (a) Quarterly Statements of the Parent — within 60 120 days after the end of each quarterly fiscal period in of the first three quarters of each fiscal year of the Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year)Parent, duplicate copies of, (1i) a an unaudited consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such quarterperiod, and (2ii) unaudited consolidated and consolidating statements of income, shareholders’ equity and cash flows and retained earnings of the Parent Guarantor 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 quarterperiod, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor as fairly presentingpresenting fairly, in all material respects, the consolidated financial position of the companies Parent and its Subsidiaries being reported on and their results of operations and cash flows, subject to changes resulting from year-end audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Current Report on Form 106-Q or applicable successor form (“Form 10-Q”) for K containing such fiscal quarter, prepared in accordance with financial information and furnished to the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, provided further, that that, subject to Section 7.1(i) below, the Constituent Companies Parent shall be deemed to have made such delivery of such Form 10-Q quarterly statements if such Form 10-Q it shall have been timely made such quarterly statements available for free within the time period specified above on its home page on the SEC’s XXXXX system (or any successor system adopted by the SEC) worldwide web and shall have given each holder of Notes prior notice of such availability by email on each such occasion on which such statements are made available at the email address set forth for such holder on Schedule A or such other email address as such holder shall have provided notification in writing to the Parent or the Company for such purpose (such availability and such prior notice being referred to as “Electronic Delivery”); provided that each holder of the availability thereof Notes may at any time request the Parent to deliver to such holderholder a hard copy of any information, which is being made available by Electronic Delivery pursuant to this Section 7.1(a), and the Parent shall comply with any such request within 10 Business Days; (b) Annual Statements of the Parent — within 120 180 days after the end of each fiscal year of the Parent GuarantorParent, duplicate copies of, (1i) a an audited consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries, as at the end of such year, and (2ii) audited consolidated and consolidating statements of income, shareholders’ equity and cash flows and retained earnings of the Parent Guarantor and its Subsidiaries, for each such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public chartered accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersinternational standing, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Parent and its Subsidiaries as at the date thereof and their consolidated results of operations operation and cash flows for the period covered thereby 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 general accepted auditing standards, accounting principles and that such audit provides a reasonable basis for such opinion in the circumstances; provided, provided that the delivery within the time period specified above of copies of the Parent GuarantorParent’s Annual Report on Form 1020-K or applicable successor form (“Form 10-K”) F for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefore and filed with the SEC, together with the accountant’s opinion described above, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, provided further, that that, subject to Section 7.1(i) below, the Constituent Companies Parent shall be deemed to have made such delivery of such Form 10-K annual statements if such Form 10-K it shall have timely made Electronic Delivery thereof; provided that each holder of the Notes may at any time request the Parent to deliver to such holder a hard copy of any information, which is being made available by Electronic Delivery pursuant to this Section 7.1(b), and the Parent shall comply with any such request within 10 Business Days; (c) Annual Statements of the Company — within 180 days after the end of each fiscal year of the Company, duplicate copies of an audited consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and audited consolidated statements of income, shareholders’ equity and cash flows of the Company and its Subsidiaries, for each such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent chartered accountants of international standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the date thereof and their consolidated results of operation and cash flows for the period covered thereby 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 general accepted accounting principles and that such audit provides a reasonable basis for such opinion in the circumstances; provided that, subject to Section 7.1(i) below, the Company shall be deemed to have made such delivery of such annual statements if it shall have timely made Electronic Delivery thereof; provided that each holder of the Notes may at any time request the Company to deliver to such holder a hard copy of any information, which is being made available for free by Electronic Delivery pursuant to this Section 7.1(c), and the Company shall comply with any such request within 10 Business Days. (d) Stock Exchange and SEC Reports — promptly upon their becoming available, one copy of (i) each press release, report, circular, notice or proxy statement or similar statement (together with a summary in English where the time period specified above on original is not in the English language) sent by the Parent or any Subsidiary to public securities holders of the Parent generally (whether pursuant to the rules of the New York Stock Exchange, the Italian Stock Exchange, Italian securities laws or otherwise), (ii) each regular or periodic report, registration statement (without exhibits except as expressly requested by such holder) and each prospectus and all amendments thereto filed or furnished by the Parent or any Subsidiary with the SEC’s XXXXX system ; (e) Notice of Default or Event of Default — promptly, and in any event within ten days after a Senior Financial Officer of the Parent becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Parent is taking or proposes to take with respect thereto; (f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any written notice to the Parent or any successor system adopted by the SEC) and shall Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have provided notification of the availability thereof to such holdera Material Adverse Effect;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) consolidated and consolidating statements of incomeearnings, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor 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, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notesadjustments; provided, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxxx-xxxx.xxx) and shall have provided notification given each Purchaser prior notice of the such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2ii) consolidated and consolidating statements of incomeearnings, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by: (1) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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 standardsthe standards of the Public Company Oversight Board (United States), 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, together with the accountant’s certificate described in clause (2) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within Electronic Delivery thereof, in which event the time period specified above on Company shall separately deliver, concurrently with such Electronic Delivery, the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderAccountants’ Certificate;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2) consolidated and consolidating statements of income, stockholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Quarterly Report on Form 10-Q if such Form 10-Q it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder; (b) Annual Statements — within 120 days after the end of each fiscal year of the Parent Guarantor, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries, as at the end of such year, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor and its Subsidiaries, for such year, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated 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 delivery within the time period specified above of copies of the Parent Guarantor’s Annual Quarterly Report on Form 10-K or applicable successor form Q available on “EXXXX” and on its home page on the worldwide web (“Form 10-K”) for such fiscal year (together with at the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements date of this Section 7.1(b); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-K if such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SECAgreement located at: http//wxx.xxxxxxxxxxxxxxxxxxx.xxx) and shall have given each such holder of Notes prior notice of such availability on EXXXX and on its home page in connection with each delivery, such notice to be provided notification of in the manner specified in Section 18 or, if the holder shall have previously provided the Company with an electronic mail address for such purpose, by electronic mail (such availability and notice thereof being referred to such holderas “Electronic Delivery”);

Financial and Business Information. The Constituent Companies Company shall deliver deliver, or make available, to each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 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) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1i) a an unaudited consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, and (2ii) unaudited consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on Company and its Subsidiaries and their results of operations and cash flows, subject to changes resulting from year-end audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q shall have been made available for free within the time period specified above on “XXXXX” and on its or its Parent’s home page on the SEC’s XXXXX system worldwide web (or any successor system adopted by at the SECdate of this Agreement located at: http//xxx.xxxxxxx.xxx) and shall have provided notification of the (such availability thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 105 days (or such shorter period as is 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) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of, (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, as at the end of such year, and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Company and its Subsidiaries 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, provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with excluding such information as is permitted to be incorporated by reference to the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K if such Form 10-K it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each Purchaser that is an Institutional Investor and each holder of a Note Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or, as long as the Company is subject to the filing requirements of the SEC, such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10‑Q (“Form 10‑Q”) with the SEC) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,: (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarter, ; and (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor 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 audit adjustments and the absence of notes; providedyear‑end adjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, 10‑Q prepared in accordance compliance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q 10‑Q if it shall have timely made such Form 10-Q shall have been made 10‑Q available for free within on “XXXXX” or on, or through a link on, the time period specified above on website of the SEC’s XXXXX system (or any successor system adopted by the SEC) Company and shall have provided notification given each Institutional Investor that is a holder of a Note prior notice of such availability on XXXXX or on or through the website of the Company in connection with each delivery (such availability and notice thereof being referred to such holderas “Electronic Delivery”); (b) Annual Statements — within 120 days (or, as long as the Company is subject to the filing requirements of the SEC, such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10‑K (“Form 10‑K”) with the SEC) after the end of each fiscal year of the Parent GuarantorCompany, duplicate copies of,: (1i) a consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries, Subsidiaries as at the end of such year; and South Jersey Industries, andInc. Note Purchase Agreement (2ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows and retained earnings of the Parent Guarantor Company and its Subsidiaries, Subsidiaries for such year, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to the Required Holdersstanding, which opinion shall state that such consolidated 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, and provided that the delivery within the time period specified above of copies of the Parent GuarantorCompany’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) 10‑K for such fiscal year (together with the Parent GuarantorCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a‑3 under the Exchange Act), ) prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); , provided, further, that the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-K 10‑K (together with the Company’s annual report to shareholders, if such Form 10-K any, prepared pursuant to Rule 14a‑3 under the Exchange Act) if it shall have been timely made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holderElectronic Delivery thereof;

Financial and Business Information. The Constituent Companies Company shall deliver to each holder of a Note Notes that is an Institutional Investor:Investor (and for purposes of this Agreement, except as expressly provided otherwise below, the information required by this Section 7.1 shall be deemed delivered on the date of delivery of such information in the English language or the date of delivery of an English translation thereof): (a) Quarterly Statements of the Company — within 60 120 days after the end of each quarterly fiscal period in of the first three quarters of each fiscal year of the Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year)Company, duplicate copies of, (1i) a an unaudited consolidated and consolidating balance sheet of the Parent Guarantor Company and its Subsidiaries as at the end of such quarterperiod, and (2ii) unaudited consolidated and consolidating statements of income, shareholders’ equity and cash flows and retained earnings of the Parent Guarantor 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 quarterperiod, setting forth (in the each case of the consolidated financial statements, in comparative form) form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), 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 of the Parent Guarantor as fairly presentingpresenting fairly, in all material respects, the consolidated financial position of the companies Company and its Subsidiaries being reported on and their results of operations and cash flows, subject to changes resulting from year-end audit adjustments and the absence of notes; providedadjustments, provided that delivery within the time periods period specified above of copies of the Parent GuarantorCompany’s Quarterly Current Report on Form 106-Q or applicable successor form (“Form 10-Q”) for K containing such fiscal quarter, prepared in accordance with financial information and furnished to the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, provided further, that that, subject to Section 7.1(i) below, the Constituent Companies Company shall be deemed to have made such delivery of such Form 10-Q quarterly statements if such Form 10-Q it shall have been timely made such quarterly statements available for free within the time period specified above on its home page on the SEC’s XXXXX system (or any successor system adopted by the SEC) worldwide web and shall have provided notification given each holder of the availability thereof to such holder; (b) Annual Statements — within 120 days after the end of each fiscal year of the Parent Guarantor, duplicate copies of, (1) a consolidated and consolidating balance sheet of the Parent Guarantor and its Subsidiaries, as at the end Notes prior notice of such year, and (2) consolidated and consolidating statements of income, cash flows and retained earnings of the Parent Guarantor and its Subsidiaries, for availability by email on each such year, setting forth (in the case of the consolidated financial statements, in comparative form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit occasion on which such opinion is based) of independent public accountants of recognized regional or national standing or any other independent public accountants reasonably acceptable to statements are made available at the Required Holders, which opinion shall state that such consolidated 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 email address set forth for such opinion in the circumstances; provided, that delivery within the time period specified above of copies of the Parent Guarantor’s Annual Report holder on Form 10-K Schedule A or applicable successor form (“Form 10-K”) for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act), prepared in accordance with the SEC’s requirements therefor, containing the consolidated and consolidating financial statements described above and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies shall be deemed to have made other email address as such delivery of such Form 10-K if such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and holder shall have provided notification in writing to the Company for such purpose (such availability and such prior notice being referred to as “Electronic Delivery”); provided that each holder of the availability thereof Notes may at any time request the Company to deliver to such holderholder a hard copy of any information, which is being made available by Electronic Delivery pursuant to this Section 7.1(a), and the Company shall comply with any such request within 10 Business Days;