Common use of Financial and Business Information Clause in Contracts

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i1) a consolidated balance sheet of the Company and its Subsidiaries as at of the end of such quarter, and (ii2) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end normal year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i1) a consolidated balance sheet of the Company and its Subsidiaries, as at of the end of such year, and (ii2) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries Company, for 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 (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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver deliver, and shall cause Sharyland to deliver, to each Purchaser and each holder Holder of Bonds that is an Institutional InvestorNotes: (a) Quarterly Statements — within 60 45 days after the end of each quarterly fiscal period in each fiscal calendar year of the Company such Person and its Subsidiaries (other than excluding the last quarterly fiscal period of each such fiscal calendar year), duplicate copies of: (i) a consolidated balance sheet sheets of the Company such Person and its Subsidiaries on a consolidated basis as at the end of such quarter, and (ii) consolidated profit and loss statements of income, changes in shareholders’ equity and cash flows of the Company statements for such Person and its Subsidiaries, Subsidiaries on a consolidated basis for such quarter and (in the case of the second and third quarters) for the portion of the fiscal calendar year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal calendar year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of such Person 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 year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 105 days after the end of each fiscal calendar year of the CompanyCompany and Sharyland, duplicate copies of: (i) balance sheets of such Person on a consolidated balance sheet of the Company and its Subsidiaries, basis as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity profit and loss statements and cash flows of the Company and its Subsidiaries statements for such Person on a consolidated basis for such year, setting forth in each case in comparative form the figures for the previous fiscal calendar year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by (A) an opinion thereon (without a “going concern” of Ernst & Young 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 another independent public accountants accounting firm of nationally recognized national standingstanding selected by the Company (herein, the “Approved Accountant”), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants the Approved 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 the Approved 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 the delivery within Approved Accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless the time period specified above of the Company’s said financial statements, prepared Approved Accountants should have obtained knowledge thereof in making an audit in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(bgenerally accepted auditing standards or did not make such an audit);

Financial and Business Information. The Company shall deliver to each Purchaser the Administrative Agent, the L/C Issuers and each holder of Bonds that is an Institutional Investorthe Lenders, in form and detail reasonably satisfactory to the Required Lenders: (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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such fiscal 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies Company and its Subsidiaries as of the specified dates being reported on and their consolidated results of operations and cash flowsflows for the respective periods specified, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database SEC shall be deemed to satisfy the requirements of this Section 7.1(a6.01(a); (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 with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ shareholder’s equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 (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 certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies Company and its Subsidiaries as of the specified dates being reported upon and their consolidated results of operations and cash flows for the respective periods specified and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a breach of Sections 7.04, 7.05 or 7.06, and, if they are aware that any such condition or event then exists, specifying the 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 such breach unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s said financial statementsAnnual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on SEC, together with such accountant’s opinion and the EMMA database certificate described in clause (b) above, shall be deemed to satisfy the requirements of this Section 7.1(b6.01(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds Notes that is an Institutional InvestorInvestor the following: (a) Quarterly Statements — -- within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Consolidated Subsidiaries as at the end of such quarter, and (ii) consolidated statements of incomeincome (including a detailed breakdown by each business segment of the Company), changes in shareholders’ ' equity and cash flows of the Company and its 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 each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 90 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Consolidated Subsidiaries, as at the end of such year, and (ii) consolidated statements of incomeincome (including a detailed breakdown by each business segment of the Company), changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Consolidated Subsidiaries, for 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 accompanied A) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);and

Financial and Business Information. The Company shall deliver to each Purchaser and each holder Holder of Bonds that is an Institutional InvestorNotes: (a) Quarterly Statements — within 60 45 days after the end of each quarterly fiscal period in each fiscal calendar year of the Company and its Subsidiaries (other than excluding the last quarterly fiscal period of each such fiscal calendar year), duplicate copies of: (i) a consolidated balance sheet sheets of the Company and its Subsidiaries on a consolidated basis as at the end of such quarter, and (ii) consolidated profit and loss statements of income, changes in shareholders’ equity and cash flows of statements for the Company and its Subsidiaries, Subsidiaries on a consolidated basis for such quarter and (in the case of the second and third quarters) for the portion of the fiscal calendar year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal calendar 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 Company 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 year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 105 days after the end of each fiscal calendar year of the Company, duplicate copies of: (i) a consolidated balance sheet sheets of the Company and its Subsidiaries, on a consolidated basis as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity profit and loss statements and cash flows of statements for the Company and its Subsidiaries on a consolidated basis for such year, setting forth in each case in comparative form the figures for the previous fiscal calendar year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by (A) an opinion thereon (without a “going concern” of Ernst & Young 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 another independent public accountants accounting firm of nationally recognized national standingstanding selected by the Company (herein, the “Approved Accountant”), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants the Approved 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 the Approved 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 the delivery within Approved Accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless the time period specified above of the Company’s said financial statements, prepared Approved Accountants should have obtained knowledge thereof in making an audit in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(bgenerally accepted auditing standards or did not make such an audit);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i1) a consolidated balance sheet of the Company and its Subsidiaries as at of the end of such quarter, and (ii2) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end normal year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of:, (i1) a consolidated balance sheet of the Company and its Subsidiaries, as at of the end of such year, and (ii2) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries Company, for 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 (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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet sheets of the Company and its Subsidiaries Subsidiaries, and of the Company and the Restricted Subsidiaries, as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, and of the Company and the Restricted 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that that, so long as no Unrestricted Subsidiaries existed at any time during the periods covered by such financial statements, delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet sheets of the Company and its Subsidiaries, and of the Company and the Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, and of the Company and the Restricted Subsidiaries, for 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 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 certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that that, so long as no Unrestricted Subsidiaries existed at any time during the periods covered by such financial statements, the delivery within the time period specified above of the Company’s said financial statements, 's Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company Obligors shall deliver to each Purchaser and each holder of Bonds 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 Sovran's Quarterly Report on Form 10‑Q (the "Form 10‑Q") with the SEC regardless of whether Sovran is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company Sovran and SALP, respectively (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) in the case of Sovran (A) a consolidated and consolidating (for Subsidiaries which own Real Estate) balance sheet of the Company Sovran and its Subsidiaries as at the end of such quarter, and (B) consolidated and consolidating (for Subsidiaries which own Real Estate) statements of income, funds available for distribution and cash flows of Sovran 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, (ii) in the case of SALP (if prepared) (A) a consolidated balance sheet of SALP and its Subsidiaries as at the end of such quarter, and (B) consolidated statements of income, changes in shareholders’ equity funds available for distribution and cash flows of the Company SALP 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 each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the respective Obligor 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 year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, copies of Sovran's Form 10‑Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database SEC shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — - within 120 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of Sovran's Annual Report on Form 10‑K (the "Form 10‑K") with the SEC regardless of whether Sovran is subject to the filing requirements thereof) after the end of each fiscal year of the CompanySovran and SALP, respectively, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);,

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds that is an Institutional InvestorNotes: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, Restricted 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end normal, recurring year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 90 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Restricted Subsidiaries, for 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 accompanied (A) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided 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 delivery within the time nature and period specified above of the Company’s said financial statementsexistence thereof (it being understood that such accountants shall not be liable, prepared 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); (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 requirements therefor Company or any Subsidiary to public securities holders generally, and containing (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 above-described audit opinion and filed Company or any Subsidiary with the Municipal Securities Rulemaking Board and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material; (d) Notice of Default or Event of Default promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 5.1(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; (e) ERISA Matters promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any Reportable Event for which notice thereof has not been waived pursuant to such regulations as in effect on the EMMA database shall date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be deemed expected to satisfy have a Material Adverse Effect; (f) Notices from Governmental Authority promptly, and in any event within 30 days of receipt thereof, copies of any notice to the requirements Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; (g) Unrestricted Subsidiaries within the respective periods provided in Section 3.1(a) and (b) above, financial statements of this the character and for the dates and periods as provided in said Section 7.1(b3.1(a) and (b) covering each Unrestricted Subsidiary (or group of Unrestricted Subsidiaries on a consolidated basis); (h) Material Information with reasonable promptness, the Company will use its best efforts to provide written notice of any Material change to the business, operations, affairs, financial condition, assets or properties of the Company and its Restricted Subsidiaries; and (i) Requested Information with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes.

Financial and Business Information. The Company shall deliver will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each Purchaser and each holder of Bonds Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 7.1.1 Within 90 days after the end close of each quarterly of its fiscal period years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each fiscal year case balance sheets as of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterperiod, and (ii) consolidated statements of incomeincome and statements of cash flows, changes accompanied by (a) in shareholders’ equity and cash flows the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such quarter fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (in b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the case close of the second first three quarterly periods of each of its fiscal years, for itself and third quarters) its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the portion period from the beginning of the such fiscal year ending with to the end of such quarter, setting forth in each case in comparative form all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the figures Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to certified quarterly consolidated financial statements generally, for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and certified by a Senior Financial Officer as fairly presenting, all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in all material respectsSections 7.1.1 and 7.1.2 above, the related consolidating financial position statements of the companies being reported on Company and their its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations and operations, cash flows, subject accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to changes resulting from year‑end adjustmentsdetermine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the delivery Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the time period specified above Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company’s , describing said financial statementsReportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, prepared in accordance with a copy of (a) any notice or claim to the requirements therefor effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 120 90 days after the end beginning of each fiscal year of the Company, duplicate copies of:a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) a consolidated balance sheet to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the Company acquisition of Receivables Portfolios included in the Borrowing Base, and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows a copy of the Company and its Subsidiaries for most recent static pool report with respect to such year, setting forth in each case in comparative form Receivables Portfolios as the figures for the previous fiscal yearRequired Holders reasonably deem desirable, all in reasonable detail, prepared in accordance with GAAP, certified as being true 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 national standing, which opinion shall state that such financial statements present fairly, correct in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above respects by an Authorized Officer of the Company’s said financial statements, prepared in accordance with ). The Company may update the requirements therefor Borrowing Base Certificate more frequently than monthly and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database most recently delivered Borrowing Base Certificate shall be deemed the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to satisfy the requirements following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1(b);7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company Trust (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a an unaudited consolidated balance sheet of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries Subsidiaries) as at the end of such quarter, and (ii) unaudited consolidated statements of income, changes in shareholderscash flow and trust unitholders’ equity and cash flows of the Company Trust (on a consolidated basis with respect to the 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 each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies Trust being reported on and their the results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the CompanyTrust, duplicate copies of:, (i) a consolidated balance sheet of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries), as at the end of such year, and (ii) consolidated statements of income, changes in shareholderscash flow and trust unitholders’ equity and cash flows of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries Subsidiaries), for 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 by: (1) a report thereon (without of 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) firm of independent public chartered accountants of recognized national standing, which opinion shall state international standing selected by the Trust to the effect that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Trust and its Subsidiaries and their consolidated 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, 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 and (2) a certificate of such accountants stating that, in making the delivery within the time period specified above of the Company’s said audit necessary for their report on such financial statements, prepared in accordance they have obtained no knowledge of a failure by the Company to comply with the requirements therefor financial covenants contained in Sections 10.1, 10.2 and containing the above-described audit opinion and filed 10.3 of this Agreement, or if they have obtained knowledge of a failure to comply with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements financial covenants contained in Sections 10.1, 10.2 and 10.3 of this Section 7.1(bAgreement, specifying the nature and period of existence thereof (it being understood and agreed that such accountants shall not be liable to anyone by reason of their failure to obtain knowledge of a failure to comply with the financial covenants contained in Sections 10.1, 10.2 and 10.3 of this Agreement);.

Financial and Business Information. The Company Obligors shall deliver to each Purchaser and each holder of Bonds a Note that is an Institutional Investor: (a) Quarterly Statements — within 45 days (and with respect to the fiscal quarter ending March 31, 2021, 60 days after the end of such fiscal quarter) after the end of each quarterly fiscal period in each fiscal year of the Company Holdings (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet of the Company Holdings and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company Holdings 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments; Lineage Logistics, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a);LLC Note Purchase Agreement (b) Annual Statements — within 120 days (or 90 days at all times after a Qualified IPO) after the end of each fiscal year of the CompanyHoldings, duplicate copies of: (i) a consolidated balance sheet of the Company Holdings and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company Holdings and its Subsidiaries for 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 (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, other than a “going concern” explanatory note or qualification resulting from (i) the maturity of the loans under any Indebtedness of any Obligor or Subsidiary permitted hereunder occurring within one year from the time such opinion is delivered or (ii) anticipated (but not actual) covenant non-compliance hereunder or under Indebtedness of any Obligor or Subsidiary permitted hereunder) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall will deliver to each Purchaser and each holder of Bonds that is an Institutional InvestorNotes: (a) Monthly Statements - promptly following, and in any event within thirty (30) days of, the end of each calendar month, the consolidated balance sheet of the Company and the Subsidiaries as at the end of such month and the related consolidated statement of income of the Company and the Subsidiaries for such month, all of which shall be certified by the Executive Vice President-Chief Financial Officer or Vice President-Finance and Control of the Company, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Company and the Subsidiaries as at the date thereof and the results of operations for such month (without notes and subject to normal year-end adjustments), together with a cash analysis report substantially in the form of Exhibit N to the Credit Agreement; (b) Quarterly Statements — within 60 days - as soon as practicable after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), and in any event within forty-five (45) days thereafter, duplicate copies of: (i) a consolidated balance sheet of the Company and its the Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity income and cash flows of the Company and its Subsidiaries, the 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP (without notes and subject to normal year-end adjustments) applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on complete and their results of operations and cash flowscorrect, subject to changes resulting from year‑end year-end adjustments, provided that by the delivery within the time period specified above Vice President-Finance and Control or Executive Vice President of the Company’s said financial statements, prepared in accordance with and accompanied by the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this certificate required by Section 7.1(a)9.2 hereof; (bc) Annual Statements — within 120 days - as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety-five (95) days thereafter, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, the Subsidiaries as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its the Subsidiaries for 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 by (iii) 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 accountants named in Section 2.2 hereof or other independent certified public accountants of recognized national standingstanding selected by the Company, which opinion shall shall, without qualification, state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that and (iv) the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor certificates required by Section 9.2 and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b)9.3 hereof;

Financial and Business Information. The Company Parent Corporation shall deliver to each Purchaser and each holder of Bonds Notes that is an Institutional Investor: (a) Quarterly Statements — -- within 60 50 days after the end of each quarterly fiscal period in each fiscal year of the Company Parent Corporation (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company Parent Corporation and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of incomeearnings, changes in shareholders’ stockholders' equity and cash flows of the Company Parent Corporation 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 each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, ; provided that the delivery within the time period specified above of copies of the Company’s said financial statements, Parent Corporation's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(aSECTION 7.1(A); (b) Annual Statements — -- within 120 95 days after the end of each fiscal year of the CompanyParent Corporation, duplicate copies of:, (i) a consolidated balance sheet of the Company Parent Corporation and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of incomeearnings, changes in shareholders’ stockholders' equity and cash flows of the Company Parent Corporation and its Subsidiaries Subsidiaries, for 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 (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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statementsParent Corporation's Annual Report on Form 10-K for such fiscal year (together with the Parent Corporation's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(bSECTION 7.1(B);

Financial and Business Information. The Company shall deliver (or cause to be delivered) to each Purchaser and each holder of Bonds a Note that is an Institutional Investor:Investor (other than any Sanctioned Holder): (a) Quarterly Statements — within Statements (i) Within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof any (y) 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (iA) a consolidated balance sheet of the Company and its Subsidiaries consolidated subsidiaries as at the end of such quarter, and (iiB) consolidated statements of incomeoperations, changes in shareholders’ equity net assets and cash flows of the Company and its Subsidiariesconsolidated subsidiaries, for such quarter and (in the case of the consolidated statements of operations for the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generallygenerally (other than absence of footnotes and year-end adjustments), and certified by a Senior Financial Officer of the Company as fairly presenting, in all material respects, the financial position of the companies Company and its consolidated subsidiaries being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company Obligors shall deliver to each Purchaser and each holder of Bonds Notes that is an Institutional Investor: (a) Quarterly Statements — -- (i) within 60 45 days after the end of each of the first three quarterly fiscal period periods in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Guarantor, duplicate copies of:, (iA) a consolidated balance sheet of the Company Guarantor and its Subsidiaries as at the end of such quarterperiod, and (iiB) consolidated statements of income, changes in shareholders’ equity earnings and cash flows of the Company Guarantor and its Subsidiaries, for such quarter period and (in the case of the second and third quartersquarterly periods) for the portion of the fiscal year ending with such quarterperiod, setting forth in each case in comparative form the figures for the corresponding periods period in the previous fiscal year, all in reasonable detail, prepared in accordance with U.S. GAAP applicable to quarterly interim financial statements generally, and certified by a Senior Financial Officer of the Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations earnings and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the CompanyGuarantor’s said financial statements, Quarterly Report on Form 6-K prepared in accordance compliance with the requirements therefor and filed with the Municipal United States Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a), and (ii) together with the financial statements referred to in the foregoing subclause (i), duplicate copies of such financial statements prepared on a basis that excludes Unrestricted Entities from the consolidation; (b) Annual Statements — -- (i) within 120 90 days after the end of each fiscal year of the CompanyGuarantor, duplicate copies of:, (iA) a consolidated balance sheet of the Company Guarantor and its Subsidiaries, as at the end of such fiscal year, and (iiB) consolidated statements of income, changes in shareholders’ equity earnings and cash flows of the Company Guarantor and its Subsidiaries Subsidiaries, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with U.S. GAAP, and accompanied by (X) 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 national international standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations earnings and cash flows and have been prepared in conformity with U.S. 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 circumstancescircumstances and (Y) a certificate of such accountants stating that they have reviewed this Agreement and the other Financing Documents 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); and (ii) together with the financial statements referred to in the foregoing subclause (i), (A) unaudited duplicate copies of such financial statements prepared on a basis that excludes Unrestricted Entities from the consolidation and (B) the Guarantor’s annual business plan and financial projections, including unaudited profit and loss statements, cash-flow statements, balance sheets and projected capital expenditures for the fiscal year then begun (such business plan and financial projections not to be prepared in a manner nor contain any statement which is inconsistent with U.S. GAAP); provided that the delivery within the time period specified above of the CompanyGuarantor’s said financial statements, Annual Report on Form 40-F for such fiscal year prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal United States Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant’s certificate described in Section 7.1(b)(i)(Y) above, shall be deemed to satisfy the requirements of this Section 7.1(b7.1(b)(i);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds Notes that is an Institutional Investor: (a) Quarterly Statements — Statements—within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end normal, recurring year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — Statements—within 120 105 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 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 certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed Sections 10.1 through 10.5, inclusive, and Section 10.7 (with respect to calculations of the book value of asset dispositions, the Net Proceeds received from such dispositions and the book value of Consolidated Total Assets), Section 10.12(a) and (b), Section 10.13(j) and Section 10.14 of this Agreement and stating further whether, in making their audit, they have become aware of any condition or event under such Sections that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i1) a an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) unaudited consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 90 days after the end of each fiscal year of the Company, duplicate copies of: (i1) a an audited consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii2) audited consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 (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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery (i) within the time period specified above of the Company’s said financial statements, Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission and (ii) within 120 days after the EMMA database end of such fiscal year of the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act, shall be deemed to satisfy the requirements of this Section 7.1(b); (c) Unrestricted Subsidiaries — at such time as either (1) the aggregate amount of the total assets of all Unrestricted Subsidiaries exceeds an amount equal to 20% of the consolidated total assets of the Company and its Subsidiaries determined in accordance with GAAP or (2) one or more Unrestricted Subsidiaries account for more than 20% of the consolidated revenues of the Company and its Subsidiaries determined in accordance with GAAP, within the respective periods provided in paragraphs (a) and (b) above, then each set of financial statements delivered pursuant to paragraphs (a) and (b) above shall be accompanied by unaudited financial statements of the character and for the dates and periods as in said paragraphs (a) and (b) covering the Unrestricted Subsidiaries on a consolidated basis together with unaudited consolidating statements reflecting eliminations or adjustments required in order to reconcile such financial statements to the corresponding consolidated financial statements of the Company and its Subsidiaries delivered pursuant to paragraphs (a) and (b) above;

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 accompanied (A) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with with (B) a certificate of such financial statements has been made 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, and that standards or did not make such audit provides a reasonable basis for such opinion in the circumstancesan audit), provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with or followed by the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act delivered within 120 days after the end of such fiscal year) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds a Note or Notes that is an Institutional Investor: (a) Quarterly Statements — -- within 60 sixty (60) days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such quarter, ; and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, 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 setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 (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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) unaudited consolidated statements of income, changes in shareholders’ equity operations of the Company and its Subsidiaries as of the end of and for such fiscal quarter and statements of cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) Subsidiaries for the then elapsed portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position condition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end normal, recurring year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 90 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of incomeoperations, changes in shareholdersstockholders’ equity and cash flows of the Company and its Subsidiaries as of the end of and for 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 (without a “going concern” of 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 certified public accountants of recognized national standing, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position condition of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAPGAAP consistently applied, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statementsAnnual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, AZZ Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies Company and its Subsidiaries being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (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 Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies Company and its Subsidiaries being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds Notes that is an Institutional Investor: (a) Quarterly Statements — QUARTERLY STATEMENTS -- within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of incomeoperations, changes in shareholders’ stockholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end normal and recurring year-end adjustments, provided and accompanied by a certificate of the Chief Financial Officer of the Company setting forth, in reasonable detail, any pro forma adjustments made to the calculation of EBITDA for such period pursuant to the proviso contained in the definition of such term and further certifying that, in the case of any estimate of EBITDA attributable to any Eligible New Contract or any estimate of the commencement date for services under any Eligible New Contract, such estimates are believed to be reasonable and fair in light of current conditions and current facts known to the Company as of the date of such certificate and represent the Company's good faith estimate of such projected EBITDA or commencement date, as the case may be, PROVIDED that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after with respect to the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end delivery of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall So long as any Advance remains unpaid, or any other Obligation remains unpaid, or any portion of any of the Commitments remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, at Borrower's sole expense, deliver to each Purchaser and each holder the Administrative Agent for distribution by it to the Lenders, a sufficient number of Bonds that is an Institutional Investorcopies for all of the Lenders of the following: (a) Quarterly Statements — As soon as practicable, and in any event not later than September 30,1998, the consolidated balance sheet of Predecessor and its Subsidiaries as at the end of its fiscal year ended June 30, 1998 and the consolidated statement of income and cash flows, in each case of Predecessor and its Subsidiaries for such fiscal year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, consistently applied, and shall be accompanied by a report of Arthxx Xxxexxxx XXX or other independent public accountants of recognized standing, which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the Lenders; (b) Concurrently with the financial statements required pursuant to Section 7.1(a), a pro-forma consolidated balance sheet of Borrower and its Subsidiaries as of the Closing Date, which balance sheet shall be based on the balance sheet as of June 30, 1998 delivered pursuant to Section 7.1(a) and be adjusted to reflect the Initial Public Offering, the Privatization, the Indebtedness incurred under this Agreement and all other transactions occurring on the Closing Date, which pro-forma balance sheet shall be certified by the chief financial officer of Borrower as fairly presenting the pro-forma financial condition of Borrower and its Subsidiaries as of the Closing Date; (c) As soon as practicable, and in any event within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company Fiscal Quarter (other than the last quarterly fiscal period of each such fiscal yearfourth Fiscal Quarter in any Fiscal Year), duplicate copies of: (i) a the consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such quarter, and (ii) Fiscal Quarter and the consolidated statements of income, changes in shareholders’ equity income and cash flows of the Company and its Subsidiaries, for such quarter Fiscal Quarter, and (in the case of the second and third quarters) for the portion of the fiscal year ending Fiscal Year ended with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Quarter, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly . Such financial statements generally, and shall be certified by a Senior Financial Officer the chief financial officer of Borrower as fairly presenting, in all material respects, presenting the financial position of the companies being reported on and their condition, results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above flows of the Company’s said financial statements, prepared Borrower and its Subsidiaries in accordance with the requirements therefor GAAP (other than footnote disclosures), consistently applied, as at such date and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed for such periods, subject only to satisfy the requirements of this Section 7.1(a)normal year-end accruals and audit adjustments; (bd) Annual Statements — As soon as practicable, and in any event within 120 90 days after the end of each fiscal year of Fiscal Year, the Company, duplicate copies of: (i) a consolidated balance sheet of the Company Borrower and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) Fiscal Year and the consolidated statements of income, changes in shareholders’ equity income and cash flows flows, in each case of the Company Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail, . Such financial statements shall be prepared in accordance with GAAP, consistently applied, and shall be accompanied by an opinion thereon (without a “going concern” report of Arthxx Xxxexxxx XXX or similar qualification other independent public accountants of recognized standing, which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exception and without any qualification or exception exceptions as to the scope of the audit on nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the Lenders; (e) Promptly after the same are available, and in any event within five (5) Banking Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which such opinion is basedBorrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of independent public accountants the Securities Exchange Act of recognized national standing1934, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAPas amended, and that not otherwise required to be delivered to the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed Lenders pursuant to satisfy the requirements other provisions of this Section 7.1(b)7.1; (f) Promptly after request by the Administrative Agent or any Lender, copies of any other report or other document that was filed by Borrower with any Governmental Agency; provided that neither Borrower nor any of its Subsidiaries shall be obligated to provide any information that is "classified" under applicable Laws; (g) Promptly upon a Senior Officer becoming aware, and in any event within ten (10) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA, but excluding such events as to which the PBGC has by regulation waived the requirement therein contained that it be notified within thirty days of the occurrence of such event) or (ii) non-exempt "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) involving any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (h) As soon as practicable, and in any event within two (2) Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (i) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Borrower that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor under a credit agreement involving Indebtedness of $5,000,000 or more or any lessor under a lease involving aggregate rent of $5,000,000 or more has asserted a default thereunder on the part of Borrower or, (iii) any Person has commenced a legal proceeding with respect to a claim against Borrower under a contract that is not a credit agreement or material lease with respect to a claim of in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, a written notice describing the pertinent facts relating thereto and what action Borrower is taking or proposes to take with respect thereto; (j) Promptly upon a Senior Officer becoming aware of a change in the credit rating given by S&P or Moodx'x xx Borrower's long term senior unsecured non-credit enhanced debt, written notice thereof; and (k) Such other data and information as from time to time may be reasonably requested by the Administrative Agent, any Lender (through the Administrative Agent) or the Requisite Lenders; provided that neither Borrower nor any of its Subsidiaries shall be obligated to provide any information that is "classified" under applicable Laws.

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds that is an Institutional Investorother Person holding Warrants and/or Warrant Shares outstanding at such time: (a) Quarterly Statements — within 60 days -- as soon as practicable after the end of each quarterly fiscal period quarter in each fiscal year of the Company (other than the last quarterly fiscal period quarter of each such fiscal year), and in any event within 60 days thereafter, duplicate copies of: (i) a consolidated balance sheet of the Company and its the Subsidiaries as at the end of such fiscal quarter (provided, however, that such balance sheet shall not be required to reflect financial information with respect to a Subsidiary acquired by the Company during such fiscal quarter), and (ii) consolidated and consolidating statements of income, and consolidated statements of changes in shareholders’ ' equity and cash flows of the Company and its the Subsidiaries, for such fiscal quarter (provided, however, that such consolidated and consolidating statements shall not be required to reflect financial information with respect to a Subsidiary acquired by the Company during such fiscal quarter) and (in the case of the second and third fiscal quarters) for the portion of the fiscal year ending with such fiscal quarter, setting forth in each case in comparative form for such consolidated financial statements, the figures for such fiscal quarter and for the portion of the fiscal year of the Company ended as of such fiscal quarter, together with the figures for the corresponding periods in the previous fiscal yearyear (other than, with respect to such consolidated statement of cash flows, for periods prior to the Closing Date), all in reasonable detail, prepared in accordance with GAAP applicable to quarterly consolidated financial statements generallygenerally (provided that such financial statements (1) may be subject to year-end adjustments, (2) will generally not contain footnotes, (3) may reflect that the financial statements of a Subsidiary may have been prepared on a basis consistent with the historical practice of such Subsidiary, whether or not in accordance with GAAP, for periods prior to such Subsidiary's acquisition by the Company and (4) may not reflect the financial statements of a Subsidiary for periods prior to such Subsidiary's acquisition by the Company in comparative form), and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their results of operations and cash flowsflows of the Company and the Subsidiaries as at the end of, and for, such period subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above by a senior financial officer of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days -- as soon as available after the end of each fiscal year of the Company, duplicate copies of:and in any event within 120 days thereafter, (i) a consolidated balance sheet of the Company and its the Subsidiaries, as at the end of such fiscal year, and (ii) consolidated and consolidating statements of income, changes in shareholders’ and consolidated statements of operations, stockholders' equity and cash flows flows, of the Company and its Subsidiaries the Subsidiaries, for such fiscal year, setting forth in each case for such consolidated financial statements, in comparative form form, the figures for the previous immediately preceding fiscal yearyear (other than, with respect to such consolidated statement of cash flows, for periods prior to the Closing Date), all in reasonable detail, prepared in accordance with GAAP (provided that such financial statements may (1) may reflect that the financial statements of a Subsidiary may have been prepared on a basis consistent with the historical practice of such Subsidiary, whether or not in accordance with GAAP, for periods prior to such Subsidiary's acquisition by the Company and (2) may not reflect the financial statements of a Subsidiary for periods prior to such Subsidiary's acquisition by the Company in comparative form), and certified as complete and correct by a senior financial officer, and accompanied by in the case of such consolidated financial statements, 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 national standingstanding selected by the Company, which opinion shall shall, without qualification, state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (c) Audit Reports and Management Letters -- promptly upon receipt thereof, provided that a copy of each other report (including, without limitation, any letters to the delivery within Company from the time period specified above Company's auditors concerning the internal accounting controls of the Company’s said financial statements) submitted to the audit committee of the Company by independent accountants in connection with any annual, prepared in accordance with interim or special audit made by them of the requirements therefor and containing books of the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);Company or any Subsidiary; and

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i1) a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, Restricted 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 90 days after the end of each fiscal year of the Company, duplicate copies of:, (i1) a consolidated balance sheet of the Company and its Restricted Subsidiaries, as at the end of such year, and (ii2) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Restricted Subsidiaries, for 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 by: (i) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided and (ii) 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 delivery within the time nature and period specified above of the Company’s said financial statementsexistence thereof (it being understood that such accountants shall not be liable, prepared 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 the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(bgenerally accepted auditing standards or did not make such an audit);

Financial and Business Information. The Company shall will deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided provided, if applicable, that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 (A) 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 certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together, if available, with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, Restricted 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that so long as each Subsidiary of the Company is a Restricted Subsidiary, delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided further thatin the event that there is any change in generally accepted accounting principles after the Closing which affects any computation or definition under this Agreement, the Company shall deliver a report prepared by a Senior Financial Officer of the Company and reviewed by its independent accountants reconciling the financial statements required to be delivered by the terms of this Section 7.1(a) with the financial statements permitted to be delivered pursuant to the foregoing proviso which report shall show all appropriate adjustment entries in sufficient detail in connection with such reconciliation; (b) Annual Statements — within 120 90 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Restricted Subsidiaries, for 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 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 certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided (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 delivery within the time nature and period specified above of the Company’s said financial statementsexistence thereof (it being understood that such accountants shall not be liable, prepared 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 the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(bgenerally accepted auditing standards or did not make such an audit);, and

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds Notes that is an Institutional Investor: (a) Quarterly Statements — Statements—within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — Statements—within 120 90 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 accompanied (A) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The A. For so long as any obligations under this Note remain outstanding, the Company shall will deliver to each Purchaser and each holder of Bonds that is an Institutional Investor: (a) Quarterly Statements — within 60 days the Holder, as soon as practicable after the end of each quarterly fiscal period in each fiscal year of the Company (other than first three fiscal quarters of the last quarterly fiscal period Company, and in any event within 30 days thereafter, one copy of each such fiscal year), duplicate copies of: (i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end close of such quarter, and (ii) and the related unaudited consolidated statements of income, income and changes in shareholders’ equity and cash flows financial position of the Company and its Subsidiaries, for such quarter and (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 periods in the previous fiscal year, all in reasonable detail, . Such financial statements shall be prepared by the Company in accordance with GAAP applicable to quarterly and accompanied by the certification of the Company’s chief executive officer or chief financial officer that such financial statements generallyare complete and correct and present fairly the consolidated financial position, results of operations and certified by a Senior Financial Officer as fairly presenting, changes in all material respects, the financial position of the companies being reported on Company and their results its Subsidiaries as at the end of operations such quarter and cash flowsfor such year-to-date period, subject as the case may be. B. For so long as any obligations under this Note remain outstanding, the Company will deliver to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days Holder as soon as practicable after the end of each fiscal year of the Company, duplicate copies and in any event within 90 days thereafter, one copy of: (i) a an audited consolidated balance sheet of the Company and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) audited consolidated statements of income, retained earnings and changes in shareholders’ equity and cash flows financial position of the Company and its Subsidiaries for such year, ; setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, ; all in reasonable detail, prepared in accordance with GAAP, and which audited financial statements shall be 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) independent certified public accountants regularly retained by the Company, or any other firm of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, standing selected by the financial position Company. C. Promptly after learning 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 any default in connection with the Senior Indebtedness or the Xxxxx Note, the Company shall provide written notice of 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 default to the circumstances, provided that the delivery within the time period specified above Holder (including an explanation of the Company’s said financial statementsdefault and the circumstances surrounding such default), prepared in accordance together with such other information as the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database Holder shall be deemed to satisfy the requirements of this Section 7.1(b);request.

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds that is an Institutional InvestorNoteholder: (a) Quarterly Statements — -- within 60 45 days after the end of each quarterly fiscal period in each fiscal year Fiscal Quarter of the Company (other than the last quarterly fiscal period of each such fiscal year)Company, duplicate copies of: (i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterperiod, and (ii) consolidated statements of income, changes in shareholders’ equity an unaudited profit and cash flows of the Company and its Subsidiaries, loss account 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 each case in comparative form the figures for the corresponding periods period in the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to interim financial statements generally, and certified by a Senior Financial Officer as having been prepared with due care and attention and in accordance with the normal routines for the preparation of quarterly reporting with the Group, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of the financial information that the Company is required to furnish to London Stock Exchange plc for each such interim period shall be deemed to satisfy the requirements of this Section 7.2.1(a), provided further that if the financial reporting requirements for companies listed on the Official List of the UK Listing Authority are altered, the Company shall deliver such alternative financial information as the Company shall be required to disclose to its shareholders pursuant to the requirements of the UK Listing Authority in force at such time, as well as such supplemental information as is reasonably necessary to provide such holder with the same substantive consolidated financial information as such holder would have received had the form and detail of the accounts not been changed from the form and detail of the most recent interim accounts listed in Schedule 5.5; (b) Interim Statements -- within 90 days after the end of the first Fiscal Half-Year of the Company, duplicate copies of (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such period, and (ii) an unaudited profit and loss account for such period, setting forth in each case in comparative form the figures for the corresponding period in the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to interim financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with information that the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database Company is required to furnish to London Stock Exchange plc for each such interim period shall be deemed to satisfy the requirements of this Section 7.1(a7.2.1(b), provided further that if the financial reporting requirements for companies listed on the Official List of the UK Listing Authority are altered, the Company shall deliver such alternative financial information as the Company shall be required to disclose to its shareholders pursuant to the requirements of the UK Listing Authority in force at such time, as well as such supplemental information as is reasonably necessary to provide such holder with the same substantive consolidated financial information as such holder would have received had the form and detail of the accounts not been changed from the form and detail of the most recent interim accounts listed in Schedule 5.5; (bc) Annual Statements — -- within 120 150 days after the end of each fiscal year Fiscal Year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, Subsidiaries as at the end of such yearFiscal Year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by (A) an audit 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 national standingstanding in the United Kingdom, which opinion may be contained in the annual statement so provided and shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsstandards in the United Kingdom, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) solely for the benefit of the Noteholders (to the extent that the Noteholders have entered into any engagement letter with the Auditors on terms reasonably satisfactory to the Auditors and the Noteholders), a certificate of such accountants stating that they have reviewed the certificate of a Senior Financial Officer of the Company concurrently being provided to holders of Notes pursuant to Section 7.2.2 and that (1) the specific financial information contained in such certificate has been accurately extracted from the sources identified in such certificate and, where applicable, agrees with the underlying accounting records of the Group, and (2) the calculations shown in such certificate to have been made in accordance with this Agreement are arithmetically accurate; provided that the delivery within the time period specified above of the Company’s said financial statementsinformation that the Company is required to furnish to the UK Listing Authority for such Fiscal Year, prepared in accordance together with the requirements therefor and containing accountants' certificate described in clause (B) (to the above-described audit opinion and filed extent that the Noteholders have entered into any engagement letter with the Municipal Securities Rulemaking Board Auditors on terms reasonably satisfactory to the EMMA database Auditors and the Noteholders), shall be deemed to satisfy the requirements of this Section 7.1(b7.2.1(c), provided further however that if the financial reporting requirements for companies listed on the Official List of the UK Listing Authority are altered, the Company shall deliver such alternative financial information as the Company shall be required to disclose to its shareholders pursuant to the requirements of the UK Listing Authority in force at such time, as well as such supplemental information as is reasonably necessary to provide such holder with the same substantive consolidated financial information as such holder would have received (including, without limitation, all such information necessary to verify compliance with the covenants set forth in Section 10.2 and Section 10.3) had the form and detail of the accounts not been changed from the form and detail of the most recent audited accounts listed in Schedule 5.5;

Financial and Business Information. The Company shall deliver to you, if at the time you or your nominee holds any Note, and to each Purchaser and each other institutional holder of Bonds that is an Institutional Investorthe then outstanding Notes: (ai) Quarterly Statements — within 60 days QUARTERLY STATEMENTS -- as soon as practicable after the end of each the first, second and third quarterly fiscal period periods in each fiscal year of the Company Company, and in any event within sixty (other than the last quarterly fiscal period of each such fiscal year)60) days thereafter, duplicate two (2) copies of: (ia) a consolidated balance sheet sheets of the Company and its Subsidiaries consolidated Subsidiaries, and the Company and the Restricted Subsidiaries, as at the end of such quarter, and (iib) consolidated statements of income, changes in shareholders’ equity income and cash flows of the Company and its consolidated Subsidiaries, and the Company and the Restricted 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, detail and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on complete and their results of operations and cash flowscorrect, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above by a principal financial officer of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (bii) Annual Statements — within 120 days ANNUAL STATEMENTS -- as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, duplicate copies of: (ia) a consolidating and consolidated balance sheet sheets of the Company and its consolidated Subsidiaries, and the Company and the Restricted Subsidiaries, as at the end of such year, and (iib) consolidating and consolidated statements of income, changes in shareholders’ members' equity and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, and the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared satisfactory in accordance with GAAPscope to the Required Holders and (A) except in the case of the consolidating statements which may be certified as complete and correct by a principal financial officer of the Company, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception thereon, satisfactory in scope and without any qualification or exception as substance to the scope of the audit on which such opinion is based) Required Holders, of independent certified public accountants of recognized national standingstanding selected by the Company, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity accordance with GAAP, generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and which are noted in the financial statements) 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 accordingly included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as were considered necessary in the circumstances, (B) a statement from such independent certified public accountants that such consolidating statements were prepared using the same work papers as were used in the preparation of such consolidated statements, provided that the delivery within the time period specified above and (C) a certification by a principal financial officer of the Company’s said financial statements, prepared Company (in accordance with scope and substance satisfactory to the requirements therefor Required Holders) that such consolidating and containing the above-described audit opinion consolidated statements are true and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b)correct;

Financial and Business Information. The Company shall Servicer will deliver to each Purchaser the Issuer, the Trustee, the Insurer and each Rating Agency and upon written request, to any holder of Bonds that is an Institutional Investor:outstanding Notes evidencing not less than 25% of the Outstanding Principal Amount of the Notes (and, upon the request of any holder of Outstanding Notes evidencing not less than 25% of the Outstanding Principal Amount of the Notes, to any prospective transferee of any Notes): (a) Quarterly Statements — - within 60 45 days after the end of each of the first three quarterly fiscal period periods in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Servicer, duplicate copies a copy of: (i1) a consolidated balance sheet of the Company Servicer (or its parent) and its Subsidiaries as consolidated subsidiaries at the end of such quarter, and (ii2) consolidated statements of income, changes in shareholders’ equity retained earnings and cash flows flow of the Company Servicer (or its parent) and its Subsidiaries, consolidated subsidiaries for such that 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 accompanied by a certificate signed by a principal financial officer of the figures for Servicer stating that such financial statements present fairly the corresponding periods in financial condition of the previous fiscal year, all in reasonable detail, Servicer (or its parent) and its consolidated subsidiaries and have been prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a)generally accepted accounting principles consistently applied; (b) Annual Statements — - within 120 135 days after the end of each fiscal year of the CompanyServicer, duplicate copies a copy of: (i1) a consolidated balance sheet of the Company Servicer (or its parent) and its Subsidiariesconsolidated subsidiaries, as at the end of such that year, and (ii2) consolidated statements of income, changes in shareholders’ equity retained earnings and cash flows flow of the Company Servicer (or its parent) and its Subsidiaries consolidated subsidiaries for such that 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, detail and accompanied by an opinion thereon (without of 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) firm of independent certified public accountants of recognized national standing, which opinion shall state standing stating that such financial statements present fairly, in all material respects, fairly the financial position condition of the companies being reported upon Servicer (or its parent) and their results of operations and cash flows its consolidated subsidiaries and have been prepared in conformity accordance with GAAPgenerally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and footnote), 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 accordingly included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as were considered necessary in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated and consolidating balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated and consolidating statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end normal year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 90 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated and consolidating balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated and consolidating statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 accompanied (A) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, the Company shall shall, unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents in writing, deliver to each Purchaser the Banks and each holder of Bonds that is an Institutional Investorthe Administrative Agent, at the Company's sole expense: (a) Quarterly Statements — As soon as practicable, and in any event within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company Fiscal Quarter (other than the last quarterly fiscal period of each such fiscal yearfourth Fiscal Quarter in any Fiscal Year), duplicate copies of: (i) a the consolidated balance sheet sheets of the Company and its Subsidiaries as at the end of such quarterFiscal Quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter income 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (iiiii) consolidated statements of incomecash flow, changes in shareholders’ equity each case described in clauses (ii) and cash flows (iii) of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures Fiscal Quarter and for the previous fiscal yearportion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of the Company as fairly presenting the financial condition, results of operations and changes in financial position of the Company and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than any requirement for footnote disclosures), as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year, (ii) consolidated statements of income of the Company and its Subsidiaries for such Fiscal Year and (iii) consolidated statements of cash flow of the Company and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAPGenerally Accepted Accounting Principles, and such consolidated balance sheet and consolidated statements shall be accompanied by an a report and opinion thereon (without a “going concern” of Ernst & Young 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 national standingstanding selected by the Company, which report and opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been be 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 standardsstandards as at such date; (c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Company generally, and that such audit provides copies of all annual, regular, periodic and special reports and registration statements which the Company or a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above Subsidiary of the Company’s said financial statementsCompany may file or be required to file under Sections 13 or 15(d) of the Securities Exchange Act of 1934; (d) Promptly, prepared and in accordance any event within five (5) Banking Days after a Senior Officer of the Company obtains actual knowledge of the existence of any condition or event which constitutes a Default or Event of Default, written notice specifying the nature and period of existence thereof and specifying what action the Company or any of its Subsidiaries is taking or proposes to take with respect thereto; (e) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event defined in clauses (i) through (vii) or (xi) of the definition thereof involving Title IV or ERISA that could reasonably be expected to result in material liability to the Company or its Subsidiaries or any ERISA Event that could reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, what action the Company or any of its ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) With reasonable promptness, copies of (a) each Schedule B (Actuarial Information) to the annual report, if any (Form 5500 Series), filed by the Company or any of its Current ERISA Affiliates with the requirements therefor Internal Revenue Service with respect to each Pension Plan; (b) all notices received by the Company or any of its Current ERISA Affiliates from the sponsor of a Multiemployer Plan to which a Current ERISA Affiliate contributes concerning an ERISA Event defined in clauses (i) through (vii) or (xi) of the definition thereof; and containing (c) such other documents or governmental reports or filings relating to any Employee Benefit Plan as the above-described audit opinion and Administrative Agent shall reasonably request; and (g) Such other material information related to any Borrower's ability to meet its Obligations hereunder as from time to time may be reasonably requested by the Administrative Agent or the Majority Banks. Documents required to be delivered pursuant to Section 7.1 (to the extent any such documents are included in materials otherwise filed with the Municipal Securities Rulemaking Board on the EMMA database SEC) may be delivered electronically and if so delivered, shall be deemed to satisfy have been delivered on the requirements date (i) on which the Company posts such documents, or provides a link thereto on the Company's website on the Internet at the website address listed on Schedule 13.7; or (ii) on which such documents are posted on the Company's behalf on IntraLinks/IntraAgency or another relevant website (including, without limitation, the XXXXX System), if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of this any such document to the Administrative Agent or any Bank that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Bank and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.1(b);7.2 to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial and Business Information. The Company Obligors shall deliver to each Purchaser and each holder of Bonds a Note that is an Institutional Investor: (a) Quarterly Statements — within 60 sixty (60) days after the end of each quarterly fiscal period in each fiscal year of the Company Obligors (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a combined consolidated balance sheet statement of financial condition of the Company Obligors and its their Subsidiaries as at the end of such quarter, and (ii) combined consolidated statements of incomeoperations, changes in shareholdersunitholders’ equity capital and cash flows of the Company Obligors and its their 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, Xxxxxxx Xxxxxxx Xxxxxxxxxx, L.P. Note and Guaranty Agreement setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared both in accordance with GAAP (x) generally accepted accounting principles in the United States of America and (y) GAAP, in each case, applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 ninety (90) days after the end of each fiscal year of the Company, duplicate copies of:Obligors, (i) a combined consolidated balance sheet statement of financial condition of the Company Obligors and its Subsidiaries, their Subsidiaries as at the end of such year, and (ii) combined consolidated statements of incomeoperations, changes in shareholdersunitholders’ equity capital and cash flows of the Company Obligors and its their Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared both in accordance with (x) generally accepted accounting principles in the United States of America and (y) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with generally accepted accounting principles in the United States of America or GAAP, as applicable, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The So long as any Advance remains unpaid, or any other Obligation (other than indemnity obligations for which no claim has been made) remains unpaid or unperformed, or any portion of the Commitment remains in force, the Company shall shall, unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents in writing, deliver to each Purchaser the Banks and each holder of Bonds that is an Institutional Investorthe Administrative Agent, at the Company’s sole expense: (a) Quarterly Statements — As soon as practicable, and in any event within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company Fiscal Quarter (other than the last quarterly fiscal period of each such fiscal yearfourth Fiscal Quarter in any Fiscal Year), duplicate copies of: (i) a the consolidated balance sheet sheets of the Company and its Subsidiaries as at the end of such quarterFiscal Quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter income 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (iiiii) consolidated statements of incomecash flow, changes in shareholders’ equity each case described in clauses (ii) and cash flows (iii) of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures Fiscal Quarter and for the previous fiscal yearportion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of the Company as fairly presenting the financial condition, results of operations and changes in financial position of the Company and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than any requirement for footnote disclosures), as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year, (ii) consolidated statements of income of the Company and its Subsidiaries for such Fiscal Year and (iii) consolidated statements of cash flow of the Company and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAPGenerally Accepted Accounting Principles, and such consolidated balance sheet and consolidated statements shall be accompanied by an a report and opinion thereon (without a “going concern” of Ernst & Young 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 national standingstanding selected by the Company, which report and opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been be 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 standardsstandards as at such date; (c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Company generally, and that such audit provides copies of all annual, regular, periodic, current and special reports and registration statements which the Company or a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above Subsidiary of the Company’s said financial statementsCompany may file or be required to file under Sections 13 or 15(d) of the Securities Exchange Act of 1934; (d) Promptly, prepared and in accordance any event within five (5) Banking Days after a Senior Officer of the Company obtains actual knowledge of the existence of any condition or event which constitutes a Default or Event of Default, written notice specifying the nature and period of existence thereof and specifying what action the Company or any of its Subsidiaries is taking or proposes to take with respect thereto; (e) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event defined in clauses (i) through (vii) or (xi) of the definition thereof involving Title IV or ERISA that could reasonably be expected to result in material liability to the Company or its Subsidiaries or any ERISA Event that could reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, what action the Company or any of its ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) With reasonable promptness, copies of (a) each Schedule B (Actuarial Information) to the annual report, if any (Form 5500 Series), filed by the Company or any of its Current ERISA Affiliates with the requirements therefor and containing the above-described audit opinion and filed Internal Revenue Service with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed respect to satisfy the requirements of this Section 7.1(b)each Pension Plan;

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, ; provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(aSECTION 7.1(A); (b) Annual Statements — Statements-- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 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 certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant's certificate described in clause (2) above, shall be deemed to satisfy the requirements of this Section 7.1(bSECTION 7.1(B);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, ; provided that the delivery within the time period specified above of copies of the Company’s said financial statements, Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database SEC shall be deemed to satisfy the requirements of this Section 7.1(a), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “XXXXX” (such availability thereof being referred to as “Electronic Delivery”); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an unqualified 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statementsAnnual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 K if it shall have timely made Electronic Delivery thereof;

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, Restricted 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Restricted Subsidiaries, for 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 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 certified public accountants of recognized national standingstanding (which shall initially be BDO Xxxxxxx LLP), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided 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 delivery within the time nature and period specified above of the Company’s said financial statementsexistence thereof (it being understood that such accountants shall not be liable, prepared 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 the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(bgenerally accepted auditing standards or did not make such an audit);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds Notes that is an Institutional Investor:Investor (and for purposes of this Agreement the information required by this Section 7.1 shall be deemed delivered on the date of delivery of such information in the English language or the date of delivery of an English translation thereof): (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 Company Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries as at the end of such quarterperiod, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company Parent Guarantor and its Subsidiaries, for such quarter period 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 periods period in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly interim financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, ; provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database Company shall be deemed to satisfy have made such delivery of such financial statements if it shall have timely made such financial statements available on its home page on the requirements worldwide web (at the date of this Section 7.1(aAgreement located at: http//xxx.xxxxx.xxx) and shall have given each Purchaser 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”); (b) Annual Statements — promptly after the same are available and in any event within 120 days after the end of each fiscal year of the CompanyParent Guarantor, duplicate copies of: (i) a consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company Parent Guarantor and its Subsidiaries for 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 (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 national international standing, which opinion shall state state, without qualification and without an expression of uncertainty as to the ability of the Parent Guarantor and its Subsidiaries to continue as going concerns, that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided provided, that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database Company shall be deemed to satisfy the requirements have made such delivery of this Section 7.1(b)such financial statements if it shall have timely made Electronic Delivery thereof;

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Restricted 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries and a consolidated balance sheet of the Company and its Restricted Subsidiaries, each as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries and consolidating statements of income, changes in shareholders’ equity and cash flows of the Company and its Restricted Subsidiaries, each for 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 accompanied (A) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided provided, however, that the delivery within the time period specified above consolidating and consolidated financial statements of the Company’s said Company and its Restricted Subsidiaries need not be accompanied by the opinion described in this clause (A) if Unrestricted Subsidiaries, then as a whole, do not constitute either (i) five percent (5%) or more of the total assets of the Company and its Subsidiaries shown on the consolidated balance sheet of the Company and its Subsidiaries described in clause 7.1(b)(i) above or (ii) five percent (5%) or more of the total net income of the Company and its Subsidiaries shown on the consolidated financial statementsstatements of the Company and its Subsidiaries described in clause 7.1(b)(ii) above. (B) a report of such accountants stating that they have reviewed the financial covenants contained in Section 10 of this Agreement and stating further that, prepared in making their audit, they have not become aware of any condition or event that then constitutes a Default or an Event of Default with respect to such covenants, and, if they become aware that any such condition or event then exists, the nature and period of the existence thereof will be included in their report (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 the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(bgenerally accepted auditing standards or did not make such an audit);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 accompanied (A) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with or followed by the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act delivered within 120 days after the end of such fiscal year) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, 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 Aqua Pennsylvania, Inc. Bond Purchase Agreement which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year)), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries consolidated subsidiaries as at the end of such quarter, and (ii) consolidated statements of incomeoperations, changes in shareholdersShareholders’ equity Equity and cash flows of the Company and its Subsidiariesconsolidated subsidiaries, for such quarter and (in the case of the consolidated statements of operations for the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generallygenerally (other than absence of footnotes and year-end adjustments), and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies Company and its consolidated subsidiaries being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Statements — within 120 days Report on Form 10 K (the “Form 10 K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof after the end of each fiscal year of the Company), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, consolidated subsidiaries as at the end of such year, and (ii) consolidated statements of incomeoperations, changes in shareholdersShareholders’ equity Equity and cash flows of the Company and its Subsidiaries consolidated subsidiaries for 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 (without a “going concern” or similar qualification or exception as to the Company (other than as a result of the impending maturity or any prospective default under any credit document of the Company, including this Agreement and the Notes) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (c) promptly upon their becoming available, provided one copy of (i) each financial statement, report, notice, proxy statement or similar document sent by the Company or any Subsidiary 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 generally by the Company or any Subsidiary to the public concerning developments that are Material; (d) promptly, and in any event within 5 Business Days after a Responsible Officer becoming aware of the existence of any Event of Default or that any Person (other than a Purchaser or a holder of a Note) has given any notice or taken any action with respect to a claimed default hereunder or that any Person (other than a Purchaser or a holder of a Note) has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; (e) promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the delivery Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Pension Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; (iii) any event, transaction or condition that would reasonably be expected to result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3(3) of ERISA), or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; or (iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans that would reasonably be expected to have a Material Adverse Effect; (f) promptly, and in any event within 30 days of receipt thereof, copies of any notice to the time period specified above of Company or any Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably be expected to have a Material Adverse Effect; (g) within 10 days following the date on which the Company’s said auditors resign or the Company elects to change auditors, as the case may be, notification thereof, together with such further information as the Required Holders may request; (h) with reasonable promptness, such other data and information relating to the business, operations, affairs, financial statementscondition, prepared assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by the Required Holders, in accordance with each case to the requirements therefor extent reasonably available to the Company and containing subject to any applicable confidentiality restrictions. (i) promptly, and in any event within 10 Business Days after the above-described audit opinion execution and filed with the Municipal Securities Rulemaking Board on the EMMA database delivery of any Supplement, a copy thereof. (j) promptly, and in any event within three (3) Business Days after an Unsuccessful Equity Offering has occurred, notice that an Unsuccessful Equity Offering has occurred, which written notice shall be deemed accompanied by evidence satisfactory to satisfy the requirements Required Holders to such effect and confirming the effective date of this Section 7.1(bthe Unsuccessful Equity Offering and the Applicable Coupon payable in respect of the Notes in consequence thereof an (“Equity Offering Notice”);.

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 90 days after the end of each fiscal year of the Company, duplicate copies of: (i) a the audited consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated related statements of incomeoperations, changes in shareholdersnet assets or stockholders’ equity and cash flows of the Company and its Subsidiaries as of the end of and for 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 reported on by an opinion thereon (without a “going concern” 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) of other independent public accountants of recognized national standing, which opinion shall state standing to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position of the companies being reported upon SOLAR SENIOR CAPITAL LTD. NOTE PURCHASE AGREEMENT condition and their results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the holders of the Notes that are Institutional Investors the report of the Company to the SEC on Form 10-K for the applicable fiscal year; (b) Quarterly Statements — within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows of the Company and have been prepared its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in conformity each case in comparative form the figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the holders of the Notes that are Institutional Investors the examination report of such the Company to the SEC on Form 10-Q for the applicable quarterly period; (c) Audit Reports — promptly upon receipt thereof, copies of all significant reports submitted by the Company’s independent public accountants in connection with such each annual, interim or special audit or review of any type of the financial statements has been made in accordance with generally accepted auditing standards, and that or related internal control systems of the Company or any of its Subsidiaries delivered by such audit provides a reasonable basis for such opinion in accountants to the circumstances, provided that the delivery within the time period specified above management or Board of Directors of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds Notes that is an Institutional Investor: (a) Quarterly Statements — -- within 60 45 days after the end of each of the first three quarterly fiscal period periods in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterperiod, and (ii) consolidated statements of income, changes in shareholders’ equity earnings and cash flows of the Company and its Subsidiaries, for such quarter period and (in the case of the second and third quartersquarterly periods) for the portion of the fiscal year ending with such quarterperiod, setting forth in each case in comparative form the figures for the corresponding periods period in the previous fiscal year, all in reasonable detail, prepared in accordance with U.S. GAAP applicable to quarterly interim financial statements generally, and certified by a Senior Financial Officer of the Company as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations earnings and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, Quarterly Report on Form 6-K prepared in accordance compliance with the requirements therefor and filed with the Municipal United States Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);; and (b) Annual Statements — -- (i) within 120 90 days after the end of each fiscal year of the Company, duplicate copies of:, (iA) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such fiscal year, and (iiB) consolidated statements of income, changes in shareholders’ equity earnings and cash flows of the Company and its Subsidiaries Subsidiaries, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with U.S. GAAP, and accompanied 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 chartered accountants of recognized national international standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations earnings and cash flows and have been prepared in conformity with U.S. 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 circumstancescircumstances and (B) so long as such certificate is delivered to any of the Banks, a certificate of such accountants stating that they have reviewed this Agreement and the other Financing Documents 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); and (ii) together with the financial statements referred to in the foregoing subclause (i), the Company’s annual business plan and financial projections, including unaudited profit and loss statements, cash-flow statements, balance sheets and projected capital expenditures for the fiscal year then begun (such business plan and financial projections not to be prepared in a manner nor contain any statement which is inconsistent with U.S. GAAP); provided that the delivery within the time period specified above of the Company’s said financial statements, Annual Report on Form 40-F for such fiscal year prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal United States Securities Rulemaking Board on the EMMA database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b7.1(b)(i);

Financial and Business Information. The Company Parent shall deliver to each Purchaser and each holder of Bonds a Note that is an Institutional InvestorInvestor so long as any of the Notes are outstanding: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 90 days after the end of each fiscal year of the CompanyParent, duplicate copies of: (i) a its audited consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated related statements of incomeoperations, changes in shareholdersstockholders’ equity and cash flows as of the Company end of and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal yearyear (to the extent applicable), all in reasonable detailreported on by KPMG LLP, prepared in accordance with GAAP, and accompanied by an opinion thereon or other independent public accountants of recognized national standing (without a “going concern” or similar like qualification or exception (other than a qualification related to the maturity of the Notes at the Maturity Date, or related to the maturity of the bonds, commitments or loans at the applicable maturity date under any Bank Credit Agreement or any of the Existing CF Notes, as applicable) and without any qualification or exception as to the scope of such audit) to the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position of the companies being reported upon condition and their results of operations of Parent and its consolidated subsidiaries on a consolidated basis in accordance with GAAP (except as set forth in the notes thereto or as otherwise disclosed in writing by the Parent to the holders of the Notes); (b) Quarterly Statements — within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Parent, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and have been prepared for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in conformity with GAAPeach case 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 (to the extent applicable), all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and that the examination results of such accountants in connection with such financial statements has been made operations of Parent and its consolidated subsidiaries on a consolidated basis in accordance with generally accepted auditing standardsGAAP (except as set forth in the notes thereto or as otherwise disclosed in writing by the Parent to the holders of the Notes), subject to normal year-end audit adjustments and the absence of footnotes; (c) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Parent or any of its Subsidiaries with the SEC or with any national securities exchange, as the case may be, in each case that is not otherwise required to be delivered pursuant hereto; and (d) promptly following any request in writing (including any electronic message) therefor, such audit provides other information regarding the operations, business affairs and financial condition of Parent or any Subsidiary, or compliance with the terms of this Agreement or any other Note Document, as any holder of a Note may reasonably request; and (e) promptly, notice of: (i) the occurrence of any Default or Event of Default of which any Responsible Officer of Parent or the Company obtains knowledge; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Parent or any Subsidiary thereof as to which there is a reasonable basis for such opinion possibility of an adverse determination and that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (iii) the circumstancesoccurrence of any ERISA Event that, provided alone or together with any other ERISA Events, would reasonably be expected to result in a Material Adverse Effect; (iv) the occurrence of any event of circumstance resulting in Environmental Liability that would reasonably be expected to result in a Material Adverse Effect; and (v) any loss, damage, or destruction to the delivery within the time period specified above collateral of Parent and its Subsidiaries, whether or not covered by insurance, that would reasonably be expected to result in a Material Adverse Effect. Each notice delivered under Section 7.1(e) shall be accompanied by a statement of a Responsible Officer or other executive officer of the Company’s said financial statements, prepared in accordance Parent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);respect thereto.

Financial and Business Information. The Company Borrower shall deliver to the Administrative Agent and to each Purchaser and each holder of Bonds that is an Institutional Investorthe Lenders the following: (a) Quarterly Financial Statements — and Covenant Reports. Such data, reports, statements and information, financial or otherwise, as the Administrative Agent may reasonably request (except for information for which an attorney/client privilege has been reasonably claimed or asserted by the Borrower) with sufficient copies for all Lenders, including, without limitation: (i) within 60 forty-five (45) days after the end of each of the first three quarterly fiscal period accounting periods in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries Borrower as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods in of the previous fiscal year, all (A) on a consolidated and consolidating basis for the Borrower and its Subsidiaries (x) a balance sheet and (y) a statement of income, and, (B) on a consolidated basis for the Borrower and its Subsidiaries a cash flow statement in reasonable detail, detail and certified by the chief financial officer or vice president of finance of the Borrower to have been prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(awithout footnotes); (bii) Annual Statements — within 120 ninety (90) days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, Borrower as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for as at the end of the previous fiscal yearyear (A) on a consolidated and consolidating basis for the Borrower and its Subsidiaries, (x) a balance sheet and (y) a statement of income and, (B) on a consolidated basis, for the Borrower and its Subsidiaries a cash flow statement and a retained earnings statement all in reasonable detail, audited and certified without qualifications, except those which are acceptable to the Administrative Agent, (as to the consolidated statements) by independent public accountants of recognized standing, selected by the Borrower and satisfactory to the Administrative Agent, to have been 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 shall also certify without qualifications except those which are acceptable to the Administrative Agent that in making the examinations necessary to their certification mentioned above they have reviewed the terms of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, this Agreement and the financial position accounts and conditions of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that Borrower during the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, accounting period covered by the certificate and that such audit provides a reasonable basis review did not disclose the existence of any condition or event which constitutes an Event of Default (or if such conditions or events existed, describing them); and (iii) within sixty (60) days of March 31 of each year an internally prepared budget of projected expenses and revenues for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);fiscal year.

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements statement of income, changes in shareholders’ equity and cash flows income of the 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 each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flowsoperations, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity members' equity, net proceeds and current member account and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 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 certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their results of operations and Diamond Walnut Growers, Inc. Note Purchase Agreement 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 (or, so long as the Required Holders have not reasonably requested the aforementioned certificate, a footnote in the related annual audited financial statements) 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 delivery within the time nature and period specified above of the Company’s said financial statementsexistence thereof (it being understood that such accountants shall not be liable, prepared 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 the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(bgenerally accepted auditing standards or did not make such an audit);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ stockholders equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ stockholders equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 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 certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds Noteholder 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies a copy of: (i) a A consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the 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 year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database SEC shall be deemed to satisfy the requirements of this Section 7.1(a);; provided, further, that in the event the Company delivers such financial statements or copies of such Quarterly Report on Form 10-Q to any Lender or 2001 Noteholder prior to the end of the time period specified above, then in such event, the Company shall deliver the same such items to each Noteholder concurrently therewith. (b) Annual Statements — within 120 105 days after the end of each fiscal year of the Company, duplicate copies a copy of: (i) a A consolidated balance sheet of the Company and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, 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 national standing, which opinion shall state that such 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 that the delivery within the time period specified above of the Company’s said financial statementsAnnual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database SEC shall be deemed to satisfy the requirements of this Section 7.1(b);.

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds that a Note that, in each case, is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries consolidated subsidiaries as at the end of such quarter, and (ii) consolidated statements of incomeoperations, changes in shareholders’ equity net assets and cash flows of the Company and its Subsidiariesconsolidated subsidiaries, for such quarter and (in the case of the consolidated statements of operations for the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generallygenerally (other than absence of footnotes and year-end adjustments), and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies Company and its consolidated subsidiaries being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments. For the avoidance of doubt, provided that a Form 10-Q timely filed with the delivery within the time period specified above of SEC on XXXXX and made accessible through the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board home page on the Electronic Municipal Market Access (“EMMA”) database internet, if any, shall be deemed to satisfy be delivered pursuant to this Section 7.1(a) and Section 7.4(b), provided, that the related Officer’s Certificate satisfying the requirements of this Section 7.1(a);7.2 is sent to each holder of a Note by electronic mail; North Haven Private Income Fund LLC Note Purchase Agreement (b) Annual Statements — within 120 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) 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 Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, consolidated subsidiaries as at the end of such year, and (ii) consolidated statements of incomeoperations, changes in shareholders’ equity net assets and cash flows of the Company and its Subsidiaries consolidated subsidiaries for 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 (without a “going concern” or similar qualification or exception as to the Company (other than as a result of the impending maturity or any prospective default under any credit document of the Company, including this Agreement and the Notes) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances. For the avoidance of doubt, provided that a Form 10-K timely filed with the delivery within the time period specified above of SEC on XXXXX and made accessible through the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board home page on the EMMA database internet, if any, shall be deemed to satisfy be delivered pursuant to this Section 7.1(b) and Section 7.4(b), provided, that the related Officer’s Certificate satisfying the requirements of this Section 7.1(b)7.2 is sent to each holder of a Note by electronic mail;

Financial and Business Information. The Company shall deliver to each Purchaser and each holder Holder of Bonds Preferred Securities that is an Institutional Investor: (a) Quarterly Statements — of the Company. As soon as available and in any event within 60 sixty (60) days after the end of each quarterly fiscal period in (except the last) of each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Company, duplicate copies of: (i1) a consolidated balance sheet of the Company and its Subsidiaries as at of the end close of such quarter, and (ii2) consolidated statements of income, changes in shareholders’ equity and cash flows income of the Company and its Subsidiaries, Subsidiaries for such quarter quarterly period, 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 setting forth in comparative form the figures for the corresponding periods in period of the previous preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, detail and certified as complete and correct by a Senior Financial Officer as fairly presenting, in all material respects, the an authorized financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above officer of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — of the Company. As soon as available and in any event within 120 days after the end close of each fiscal year of the Company, duplicate copies of: (i1) a consolidated balance sheet of the Company and its Subsidiaries, Subsidiaries as at of the end close of such fiscal year, and (ii2) consolidated statements of income, changes in shareholders’ equity income and retained earnings and cash flows of the Company and its Subsidiaries for such fiscal year, setting forth in each case setting forth in comparative form the consolidated figures for the previous preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception thereon, unqualified as to scope limitations imposed by the scope Company, of the audit on which such opinion is based) a firm of independent public accountants of recognized national standing, which opinion shall state standing selected by the Company to the effect that such the 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 accordance with GAAP, U.S. GAAP consistently applied (except for noted changes in application in which such accountants concur) and present fairly the financial condition of the Company and its Subsidiaries and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsstandards and accordingly, includes such tests of the accounting records and that such audit provides a reasonable basis for such opinion other auditing procedures as were considered necessary in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a);; Table of Contents (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall So long as any Advance remains unpaid, or any Letter of Credit remains outstanding, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, at Borrower's sole expense, deliver to each Purchaser and each holder the Administrative Agent, a sufficient number of Bonds that is an Institutional Investorcopies for all of the Lenders, of the following: (a) Quarterly Statements — As soon as practicable, and in any event within 60 45 days after the end of each quarterly fiscal period in each fiscal year Fiscal Quarter, (i) the consolidated and consolidating balance sheet, statement of income and cash flows for the portion of the Company Fiscal Year ended with such Fiscal Quarter, all in reasonable detail, and (ii) a quarterly operating report with a narrative description in a format which is mutually acceptable to Borrower and the Administrative Agent. Such financial statements shall be certified by the Chief Financial Officer or Treasurer of Borrower as fairly presenting the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 90 days after the last quarterly fiscal period end of each Fiscal Year, the consolidated and consolidating balance sheet, statements of operations and cash flows, in each case of Borrower and its Subsidiaries for such fiscal year)Fiscal Year, duplicate copies of: (i) a in each case as at the end of and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Company Requisite Lenders, which report and its Subsidiaries opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions which are not acceptable to the Requisite Lenders. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such quarterFiscal Year (which shall accompany such certificate) under Sections 6.12, and6.13 and 6.14, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (iic) As soon as practicable, and in any event within 90 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the four succeeding Fiscal Years, INCLUDING projected consolidated balance sheets, statements of income, changes in shareholders’ equity operations and statements of cash flows flow of the Company Borrower 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 periods in the previous fiscal year, all in reasonable detail; (d) Promptly after the same are available, prepared in accordance copies of each material change to the Plans (whether such changes require the consent of the Lenders or not). Without limitation on the foregoing, Borrower shall promptly provide CSG with GAAP applicable (i) copies of all change orders with respect to quarterly financial statements generallythe Plans including plans and specifications indicating the proposed change, a written description of the proposed change and related work drawings and a written estimate of the cost of the proposed change and the time necessary to complete it, and certified (ii) any and all other information and documents with respect thereto reasonably requested by a Senior Financial Officer as fairly presentingCSG; (e) Promptly after request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all material respectsannual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the financial position Securities and Exchange Commission under Section 13 or 15(d) of the companies being reported on Securities Exchange Act of 1934, as amended, and their results of operations and cash flows, subject not otherwise required to changes resulting from year‑end adjustments, provided that be delivered to the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed Lenders pursuant to satisfy the requirements other provisions of this Section 7.1(a)7.1; (bg) Annual Statements — within 120 days Promptly after the end of each fiscal year same are available, copies of the CompanyNevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with any Gaming Law by Borrower or any of its Subsidiaries; (h) Promptly after request by the Administrative Agent or any Lender, duplicate copies of:of any other material report or other document that was filed by Borrower or any of its Subsidiaries with any Governmental Agency; (i) Promptly, and in any event within ten Banking Days upon a consolidated balance sheet Senior Officer becoming aware, of the Company occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (j) As soon as practicable, and in any event within three Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (k) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries that is $500,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Subsidiaries, (iii) any Person has commenced a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $500,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Subsidiaries are taking or propose to take with respect thereto; (l) As soon as at the end practicable, and in any event prior to April 1 of such any calendar year, (a) a Liquidity Report, and (b) the annual personal financial report of Xxxxx X. Xxxxxx with respect to the preceding calendar year; PROVIDED THAT it is agreed that Xxxxx X. Xxxxxx'x personal financial report and the Liquidity Report are subject to the provisions of Section 11.14; and (iim) consolidated statements of incomeSuch other data and information as from time to time may be reasonably requested by the Administrative Agent, changes in shareholders’ equity and cash flows of any Lender (through the Company and its Subsidiaries for such year, setting forth in each case in comparative form Administrative Agent) or 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);Requisite Lenders.

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a an unaudited consolidated condensed balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarter, and (ii) unaudited consolidated condensed statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a);, (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 Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries, as at the end of such year, (ii) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, (iii) consolidated statements of income, cash flows and changes in retained earnings of the Company and its Restricted Subsidiaries, for such year, and (iiiv) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 (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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Form 10-K for such fiscal year (together with the Company’s said financial statements's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further that delivery within the time period specified above of copies of the Company's Form 10-K prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this clauses (ii) and (iv) of this Section 7. l (b) (but not clauses (i) and (ii) except to the extent all Subsidiaries are Restricted Subsidiaries), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made such Form 10-K available on "XXXXX" and on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxx.xxx) and shall have given such holder 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 as "Electronic Delivery ");

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds that is an Institutional InvestorNotes: (a) Quarterly Statements — -- within 60 days after the end of each quarterly quar­terly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Finan­cial Officer as fairly presentingpresent­ing, 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 adjustmentsyear-end ad­justments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, Com­pany's Quarterly Report on Form 10-Q prepared in accordance com­pliance with the requirements require­ments therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 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 national recog­nized na­tional standing, which opinion shall state that such financial statements state­ments present fairly, in all material mate­rial respects, the financial position of the companies com­panies being reported upon and their results of operations and cash flows and have been prepared pre­pared in conformity with GAAP, and that the examination of such accountants in connection with such financial finan­cial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified spec­ified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with the Com­pany's annu­al report to shareholders, if any, prepared pur­suant to Rule 14a-3 under the Exchange Act) prepared in accordance accor­dance with the requirements require­ments therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database and Exchange Commis­sion shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds Notes that is an Institutional Investor: : (a) Quarterly Statements — promptly, and in any event, within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: , (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and and (ii) consolidated statements of income, changes in shareholders’ shareholders equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, Companys Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(aSection7.1(a); ; (b) Annual Statements — promptly, and in any event, within 120 105 days after the end of each fiscal year of the Company, duplicate copies of: , (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and and (ii) consolidated statements of income, changes in shareholders’ shareholders equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 (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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statementsCompanys Annual Report on Form 10-K for such fiscal year (together with the Companys annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(bSection7.1(b);; (c) SEC and Other Reports promptly upon their becoming available, one copy of (i)each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, (ii)each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission, and (iii)a copy of each Annual Report of each of Elizabethtown Water Company and The Mount Hxxxx Water Company delivered to the New Jersey Board of Public Utilities; (d) Notice of Default or Event of Default promptly following, and in any event within five Business Days after a Responsible Officer 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 Company is taking or proposes to take with respect thereto; (e) ERISA Matters promptly, and in any event within five Business Days after a Responsible Officer becoming aware of, any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as then in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and (f) Requested Information with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes. Section7.

Financial and Business Information. The Company shall (i) Monthly Information. Commencing with the month ending December 31, 2001, upon request OptiCare will deliver to each Purchaser and each holder of Bonds that is an Institutional Investor: (a) Quarterly Statements — within 60 days Palisade as soon as practicable after the end of each quarterly fiscal period month, but in each fiscal year of the Company (other than the last quarterly fiscal period of each any event within 20 days thereafter, such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company monthly financial information with respect to OptiCare and its Subsidiaries as at the end of such quarter, andPalisade may reasonably request. (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable Annual Information. OptiCare will deliver to quarterly financial statements generally, and certified by a Senior Financial Officer Palisade as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days soon as practicable after the end of each fiscal year of the CompanyOptiCare, duplicate copies of: but in any event within 90 days thereafter, (iA) a an audited consolidated balance sheet of the Company OptiCare and its Subsidiaries, if any, as at the end of such year, and and (iiB) audited consolidated statements of income, changes in shareholders’ equity retained earnings and cash flows of the Company OptiCare and its Subsidiaries Subsidiaries, if any, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, . Such statements shall be (1) prepared in accordance with GAAPGAAP consistently applied, (2) in reasonable detail and accompanied (3) certified 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 national standingstanding selected by OptiCare and reasonably acceptable to Palisade. (iii) Filings. OptiCare will deliver to Palisade, promptly upon their becoming available, one copy of each report, notice or proxy statement sent by OptiCare to its stockholders generally, and of each regular or periodic report (pursuant to the Exchange Act) and any registration statement, prospectus or other writing (other than transmittal letters) (including without limitation, by electronic means) pursuant to the Securities Act filed by OptiCare with (i) the SEC or (ii) any securities exchange on which opinion shall state that shares of Common Stock of OptiCare are listed. (iv) Notices. OptiCare will immediately advise Palisade in writing of any event or development which would reasonably be expected to (i) have a Material Adverse Effect or (ii) make any of OptiCare's representations in this Agreement untrue or incorrect if such financial statements present fairly, in all material respects, the financial position representation was made as of the companies being reported upon and their results time of operations and cash flows and have been prepared in conformity with GAAP, and that the examination occurrence of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);event.

Financial and Business Information. The Parent Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated Consolidated and combined balance sheet of the Parent Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated Consolidated and combined statements of income, changes in shareholders’ equity income and cash flows of the Parent 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 each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Company 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 year-end adjustments, ; provided that the delivery within the time period specified above of copies of the Parent Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — - within 120 days after the end of each fiscal year of the Parent Company, duplicate copies of:, (i) a consolidated Consolidated and combined balance sheet of the Parent Company and its Subsidiaries, as at the end of such year, and (ii) consolidated Consolidated and combined statements of income, changes in shareholders’ partners' capital and owner's equity and cash flows of the Parent Company and its Subsidiaries Subsidiaries, for 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 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 certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Parent Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with the Parent Company's annual report to unitholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant's certificate described in clause (2) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall So long as any Advance remains unpaid, or any Letter of Credit remains outstanding, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, at Borrower's sole expense, deliver to each Purchaser and each holder the Administrative Agent, a sufficient number of Bonds that is an Institutional Investorcopies for all of the Lenders, of the following: (a) Quarterly Statements — As soon as practicable, and in any event within 60 45 days after the end of each quarterly fiscal period in each fiscal year Fiscal Quarter, (i) the consolidated and consolidating balance sheet, statement of income and cash flows for the portion of the Company Fiscal Year ended with such Fiscal Quarter, all in reasonable detail, and (ii) a quarterly operating report with a narrative description in a format which is mutually acceptable to Borrower and the Administrative Agent. Such financial statements shall be certified by the Chief Financial Officer or Treasurer of Coast Resorts as fairly presenting the financial condition, results of operations and cash flows of Coast Resorts and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 90 days after the last quarterly fiscal period end of each Fiscal Year, the consolidated and consolidating balance sheet, statements of operations and cash flows, in each case of Coast Resorts and its Subsidiaries for such fiscal year)Fiscal Year, duplicate copies of: (i) a in each case as at the end of and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of independent public accountants of recognized standing selected by Coast Resorts and reasonably satisfactory to the Company Requisite Lenders, which report and its Subsidiaries opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions which are not acceptable to the Requisite Lenders. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such quarterFiscal Year (which shall accompany such certificate) under Sections 6.12, and6.13, 6.14 and 6.15 have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (iic) As soon as practicable, and in any event within 90 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the four succeeding Fiscal Years, including projected consolidated balance sheets, statements of income, changes in shareholders’ equity operations and statements of cash flows flow of the Company Coast Resorts 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 periods in the previous fiscal year, all in reasonable detail; (d) Promptly after the same are available, prepared in accordance copies of each material change to the Plans (whether such changes require the consent of the Lenders or not). Without limitation on the foregoing, Borrower shall promptly provide CSC with GAAP applicable (i) copies of all change orders with respect to quarterly financial statements generallythe Plans including plans and specifications indicating the proposed change, a written description of the proposed change and related work drawings and a written estimate of the cost of the proposed change and the time necessary to complete it, and certified (ii) any and all other information and documents with respect thereto reasonably requested by a Senior Financial Officer as fairly presentingCSC; (e) Promptly after request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to Coast Resorts by independent accountants in connection with the accounts or books of Coast Resorts or any of its Subsidiaries, or any audit of any of them; (f) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Coast Resorts, and copies of all material respectsannual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the financial position Securities and Exchange Commission under Section 13 or 15(d) of the companies being reported on Securities Exchange Act of 1934, as amended, and their results of operations and cash flows, subject not otherwise required to changes resulting from year‑end adjustments, provided that be delivered to the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed Lenders pursuant to satisfy the requirements other provisions of this Section 7.1(a)7.1; (bg) Annual Statements — within 120 days Promptly after the end of each fiscal year same are available, copies of the CompanyNevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any other Obligor from any Gaming Board advising it of a violation of or non-compliance with any Gaming Law by Borrower or any other Obligor; (h) Promptly after request by the Administrative Agent or any Lender, duplicate copies of:of any other material report or other document that was filed by Coast Resorts or any of its Subsidiaries with any Governmental Agency; (i) Promptly, and in any event within ten Banking Days upon a consolidated balance sheet Senior Officer becoming aware, of the Company occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Coast Resorts or any of its Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (j) As soon as practicable, and in any event within three Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (k) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Coast Resorts or any of its Subsidiaries that is $1,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement involving Indebtedness in excess of $1,000,000 or a material lease has asserted a default thereunder on the part of Coast Resorts or any of its Subsidiaries, (iii) any Person has commenced a legal proceeding with respect to a claim against Coast Resorts or any of its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $1,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Coast Resorts or Borrower of its intent to strike Coast Resorts or any of its Subsidiaries on a date certain and such strike would involve more than 100 employees of Coast Resorts and its Subsidiaries, as at or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Coast Resorts or any of its Subsidiaries, a written notice describing the end of such year, pertinent facts relating thereto and what action Coast Resorts or its Subsidiaries are taking or propose to take with respect thereto; and (iil) consolidated statements of incomeSuch other data and information as from time to time may be reasonably requested by the Administrative Agent, changes in shareholders’ equity and cash flows of any Lender (through the Company and its Subsidiaries for such year, setting forth in each case in comparative form Administrative Agent) or 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);Requisite Lenders.

Financial and Business Information. The Company shall will deliver to you so long as you are a Holder and to each Purchaser and each holder of Bonds that is an other Institutional InvestorHolder: (a) Quarterly Statements — within 60 days of the Company - as soon as practicable after the end of each quarterly fiscal period period, except the last, in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)and in any event within 60 days thereafter, duplicate copies a copy of: (i1) a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income, changes in shareholders’ equity income and surplus and cash flows of the Company and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth forth, in each the case of such consolidated statements, in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, detail and certified as materially complete and correct and prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flowsGAAP, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above by a principal financial officer of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days of the Company - as soon as practicable, in the case of such consolidated statements, after the end of each fiscal year of the Company, duplicate copies and in any event within 120 days thereafter, a copy of: (i1) a consolidated balance sheet of the Company and its Subsidiaries, as Restricted Subsidiaries at the end of such year, and (ii2) consolidated statements of income, changes in shareholders’ equity income and surplus and cash flows of the Company and its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail 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 accountants named in Section 2.4 or other independent certified public accountants of recognized national standingstanding selected by the Company, which opinion shall state that such financial statements fairly present fairly, in all material respects, the financial position condition of the companies Persons being reported upon and their results of operations and cash flows and upon, have been prepared in conformity accordance with GAAP, GAAP (except for noted changes in application in which such accountants concur) and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsstandards and, accordingly, included such tests of the accounting records and that such audit provides a reasonable basis for such opinion other auditing procedures as were considered necessary in the circumstancescircumstances (the Company hereby agrees to deliver, provided that the delivery by mail, within the time period specified above above, duplicate copies of such financial statements to the Company’s said financial statementsSecurities Valuation Office, prepared in accordance with the requirements therefor and containing the above-described audit opinion and National Association of Insurance Commissioners, 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, identified as being filed with respect to the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b"6.76% Senior Notes, Series A, due 1999; 6.94% Senior Notes, Series B, due 2000; 7.02% Senior Notes, Series C, due 2001; and 7.14% Senior Notes, Series D, due 2002");

Financial and Business Information. The Company Obligors shall deliver to each Purchaser and each holder of Bonds a Note that is an Institutional Investor: (a) Quarterly Statements — within 60 sixty (60) days after the end of each quarterly fiscal period in each fiscal year of the Company Obligors (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:Oaktree Capital Management, L.P. Note and Guaranty Agreement (i) a combined consolidated balance sheet statement of financial condition of the Company Obligors and its their Subsidiaries as at the end of such quarter, and (ii) combined consolidated statements of incomeoperations, changes in shareholdersunitholders’ equity capital and cash flows of the Company Obligors and its their 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 periods in the previous fiscal year, all in reasonable detail, prepared both in accordance with GAAP (x) generally accepted accounting principles in the United States of America and (y) GAAP, in each case, applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 ninety (90) days after the end of each fiscal year of the Company, duplicate copies of:Obligors, (i) a combined consolidated balance sheet statement of financial condition of the Company Obligors and its Subsidiaries, their Subsidiaries as at the end of such year, and (ii) combined consolidated statements of incomeoperations, changes in shareholdersunitholders’ equity capital and cash flows of the Company Obligors and its their Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared both in accordance with (x) generally accepted accounting principles in the United States of America and (y) 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with generally accepted accounting principles in the United States of America or GAAP, as applicable, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds Notes that is an Institutional Investor: (a) Quarterly Statements — Statements—within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) unaudited consolidated statements of income, changes in shareholders’ ' equity and cash flows of the 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 each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on and Exchange Commission in compliance with the Electronic Municipal Market Access (“EMMA”) database requirements of Form 10-Q shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — Statements—within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a an audited consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) audited consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 (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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated 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 by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared in accordance with pursuant to Rule 14a-3 under the requirements therefor and containing the above-described audit opinion Exchange Act) prepared and filed with the Municipal Securities Rulemaking Board on and Exchange Commission in compliance with the EMMA database requirements of Form 10-K shall be deemed to satisfy the requirements of this Section 7.1(b); (c) SEC and Other Reports—promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission; (d) Notice of Default or Event of Default—promptly, and in any event within five Business Days after a Responsible Officer 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 Company is taking or proposes to take with respect thereto; (e) ERISA Matters—promptly, and in any event within five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening in writing by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and (f) Requested Information—with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes.

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: , (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarter, and and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); ; (b) Annual Statements — - within 120 days after the end of each fiscal year of the Company, duplicate copies of: , (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries, as at the end of such year, and and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Restricted Subsidiaries, for 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 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 certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on and Exchange Commission, together with the EMMA database accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);; (c)

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies a copy of:, (i) a consolidated balance sheet of the Company and its Consolidated Subsidiaries as at the end of such quarter, and (ii) consolidated statements of incomeoperations, changes in shareholders’ ' equity and cash flows of the Company and its 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 each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of copies of the Company’s said financial statements, 's Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — -- within 120 90 days after the end of each fiscal year of the Company, duplicate copies a copy of:, (i) a consolidated balance sheet of the Company and its Consolidated Subsidiaries, as at the end of such year, and (ii) consolidated statements of incomeoperations, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Consolidated Subsidiaries, for 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 (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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s said financial statements's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b);

Financial and Business Information. The Company shall deliver Deliver to each Purchaser and each holder of Bonds that is an Institutional Investorthe Bank: (a) Quarterly Statements — within 60 Within forty-five (45) days after the end close of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period first three Fiscal Quarters of each such fiscal year)Fiscal Year of the Borrower and HB Service, duplicate copies of: (i) a consolidated balance sheet of each of the Company Borrower and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company HB Service and its Subsidiaries, for such quarter separately and (on a combined basis, in the each case as of the second close of such Fiscal Quarter and third quarters) consolidated statements of income and cash flows for each of the Borrower and its Subsidiaries and HB Service and its Subsidiaries, separately and on a combined basis, in each case for the Fiscal Quarter then ended and for that portion of the fiscal year ending with such quarterFiscal Year then ended, all in reasonable detail setting forth in each case in comparative form the corresponding figures for the corresponding periods in the previous fiscal yearpreceding Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to quarterly financial statements generallyaudit and year-end adjustments, and certified by a Senior Financial Officer the Borrower’s and/or HB Service’s, as fairly presentingthe case may be, in all material respects, the president or chief financial position of the companies being reported on officer to be true and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a)accurate; (b) Annual Statements — within 120 Within one hundred twenty (120) days after the end close of each fiscal year Fiscal Year of the CompanyBorrower and HB Service (including the Fiscal Year ending December 31, duplicate copies of: (i) a 2007, except with respect to HB Service and its Subsidiaries), an audited consolidated balance sheet of each of the Company Borrower and its Subsidiaries, and HB Service and its Subsidiaries, separately, in each case as of the close of such Fiscal Year and audited consolidated statements of income and cash flows for each of the Borrower and its Subsidiaries and HB Service and its Subsidiaries, separately and on a combined basis, in each case for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, each prepared by an independent certified public accountant reasonably acceptable to the Bank, in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and each accompanied by a report thereon by such certified public accountant containing an opinion that is not qualified with respect to scope limitations imposed by the Borrower or HB Service, as the case may be, or its respective Subsidiaries or with respect to accounting principles followed by such entity or its Subsidiaries not in accordance with GAAP; (c) Concurrently with the delivery of the financial statements described in subsection (b) above, a certificate addressed to the Bank from the independent certified public accountant certifying (i) that in making its audit of the financial statements of the Borrower and its Subsidiaries or HB Service and its Subsidiaries, as at the end of such yearcase may be, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows it obtained no knowledge of the Company occurrence or existence of any Default or Event of Default under this Agreement, or specifying the nature and its Subsidiaries for period of existence of any such yearDefault or Event of Default; provided, setting forth in each case in comparative form the figures for the previous fiscal yearhowever, 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 national standing, which opinion shall state that such financial statements present fairly, accountant shall not be liable to anyone by reason of its failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in all material respects, the financial position course 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 an audit conducted in accordance with generally accepted auditing standards, standards and that such audit provides a reasonable basis (ii) as to the aggregate Consolidated EBITDA of the Borrower and HB Service for such opinion the Fiscal Year then ended and the Borrower’s compliance with the financial covenants set forth in the circumstances, provided that Article VI hereof; (d) Concurrently with the delivery within the time period specified above of the Company’s said financial statements described in subsections (a) and (b) above, a Compliance Certificate with respect to the period covered by the financial statements being delivered thereunder together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as of the last day of the period covered by such financial statements, prepared in accordance with executed by the requirements therefor president or chief financial officer of the Borrower; (e) Prompt notice of any Material Adverse Change; and (f) Within a reasonable time, upon the Bank’s request, such other information about the property, financial condition and containing operations of the above-described audit opinion Borrower and filed with its Subsidiaries as the Municipal Securities Rulemaking Board on the EMMA database shall be deemed Bank may from time to satisfy the requirements of this Section 7.1(b);time reasonably request.

Financial and Business Information. The Company shall deliver will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each Purchaser and each holder of Bonds Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 7.1.1 Within 90 days after the end close of each quarterly of its fiscal period years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each fiscal year case balance sheets as of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterperiod, and (ii) consolidated statements of incomeincome and statements of cash flows, changes accompanied by (a) in shareholders’ equity and cash flows the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such quarter fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (in b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the case close of the second first three quarterly periods of each of its fiscal years, for itself and third quarters) its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the portion period from the beginning of the such fiscal year ending with to the end of such quarter, setting forth in each case in comparative form all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the figures Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to certified quarterly consolidated financial statements generally, for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and certified by a Senior Financial Officer as fairly presenting, all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in all material respectsSections 7.1.1 and 7.1.2 above, the related consolidating financial position statements of the companies being reported on Company and their its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations and operations, cash flows, subject accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to changes resulting from year‑end adjustmentsdetermine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13 and 10.19 (to the extent an acquisition described in Section 10.19 occurred during the applicable quarter), an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the delivery Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Restricted Subsidiaries and Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. Each holder of a Note agrees that any such compliance certificate may be furnished through Syndtrak or a substantially similar electronic transmission system to which such holder has access. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the time period specified above Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company’s , describing said financial statementsReportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, prepared in accordance with a copy of (a) any notice or claim to the requirements therefor effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 To the extent not publicly available on the website of the SEC at xxxx://xxx.xxx.xxx, promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 120 90 days after the end beginning of each fiscal year of the Company, duplicate copies of:a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month (or, in the case of (i) a consolidated balance sheet the final month of any of the Company and its Subsidiariesfirst three calendar quarters in any calendar year, as at forty-five (45) days after the end close of such yearmonth, and and (ii) consolidated statements the final month of incomeany calendar year, changes sixty (60) days after the close of such month), the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in shareholders’ equity the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including (i) to the extent requested by the Required Holders, copies of all bills of sale and cash flows purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the Company and its Subsidiaries for most recent static pool report with respect to such year, setting forth in each case in comparative form Receivables Portfolios as the figures for the previous fiscal yearRequired Holders reasonably deem desirable, all in reasonable detail, prepared in accordance with GAAP, certified as being true 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 national standing, which opinion shall state that such financial statements present fairly, correct in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above respects by an Authorized Officer of the Company’s said financial statements, prepared in accordance with ). The Company may update the requirements therefor Borrowing Base Certificate more frequently than as provided above and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database most recently delivered Borrowing Base Certificate shall be deemed the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. Each holder of a Note agrees that any such Borrowing Base Certificate may be furnished through Syndtrak or a substantially similar electronic transmission system to satisfy which such holder has access. 7.1.12 Such other information (including non-financial information, and including the requirements audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1(b);7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds 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 Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies a copy of: , (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP (except as noted therein) applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); ; (b) Annual Statements — _ within 120 105 days after the end of each fiscal year of the Company, duplicate copies a copy of: , (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and and (ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for 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 (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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (c) SEC and Other Reports _ promptly upon their becoming available, provided one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission; (d) Notice of Default or Event of Default _ promptly, and in any event within five days after a Responsible Officer 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 Company is taking or proposes to take with respect thereto; (e) ERISA Matters _ promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the delivery within Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the time period specified above regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the Company’s said institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and (f) Requested Information _ with reasonable promptness, such other data and information relating to the business, operations, affairs, financial statementscondition, prepared in accordance with assets or properties of the requirements therefor Company or any of its Subsidiaries or relating to the ability of the Company to perform its oblig ations hereunder and containing under the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall Notes as from time to time may be deemed to satisfy the requirements reasonably requested by any such holder of this Section 7.1(b);Notes. .

Financial and Business Information. The Company shall deliver to each Purchaser and holder of Notes the financial information delivered to the lenders pursuant to the terms of the Senior Credit Agreement and, except during the Bankruptcy Period or at any time during which BST is not a Subsidiary of the Company, the BST Credit Agreement, which financial information shall include, without limitation, delivery to each holder of Bonds that is an Institutional InvestorNotes: (a) Quarterly Monthly Statements — within 60 30 days after the end of each quarterly fiscal period in each fiscal year of the Company month (other than with respect to any month ending on the last quarterly day of a fiscal period of each such fiscal yearquarter), duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quartermonth (it being understood that such consolidated balance sheet shall not include members of the BST Group during the Bankruptcy Period), (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries, for such month and for the portion of the fiscal year ending with such month (it being understood that such consolidated statements of income and cash flows shall not include members of the BST Group during the Bankruptcy Period), and (iii) except during the Bankruptcy Period or at any time during which BST is not a Subsidiary of the Company, a consolidated balance sheet and a profits and loss statement of BST and its Subsidiaries as at the end of such month, prepared (x) in the case of clauses (i) and (ii), in accordance with GAAP applicable to monthly financial statements generally, and (y) in the case of clause (iii) in accordance with BST Accounting Principles, and, in each case, certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnote disclosures; (b) Quarterly Statements — within 60 days (or such shorter period as may be agreed to in either the Senior Credit Agreement or BST Credit Agreement (after giving effect to any amendments, waivers, extensions or modifications of the applicable provisions thereof), as the case may be (or, in the case of clauses (i) and (ii) below, within 10 days after such earlier date as the Company’s quarterly report is required to be filed with the SEC under the Exchange Act (after giving effect to any applicable extensions permitted under the rules and regulations of the SEC), with written notice of such earlier filing to be delivered to each holder of Notes simultaneously with such filing) after the end of each quarterly fiscal period in each fiscal year of the Company and BST, as applicable (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter (it being understood that such consolidated balance sheet shall not include members of the BST Group during the Bankruptcy Period), (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarterquarter (it being understood that such consolidated statements of income, changes in shareholders’ equity and cash flows shall not include members of the BST Group during the Bankruptcy Period), together with, to the extent and only to the extent delivered to the lenders under the Senior Credit Agreement, a written statement of the Company’s management setting forth a discussion of the Company’s financial condition, changes in financial condition and results of operations, and (iii) except during the Bankruptcy Period or at any time during which BST is not a Subsidiary of the Company, a consolidated balance sheet of BST and its Subsidiaries, a profit and loss account and cashflow statement, in each case as at the end of such quarter, together with, to the extent and only to the extent delivered to the lenders under the BST Credit Agreement, a written statement of BST’s management setting forth a discussion of BST’s financial condition, changes in comparative form the figures for the corresponding periods financial condition and results of operations, prepared (x) in the previous fiscal yearcase of clauses (i) and (ii), all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and (y) in the case of clause (iii), in accordance with BST Accounting Principles, and, in each case, certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustmentsyear-end adjustments and the absence of footnote disclosures, provided that the with respect to clauses (i) and (ii) above, delivery within the time period specified above of copies of the Company’s said financial statements, Quarterly Report on Form 10-Q prepared in accordance compliance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a8.1(b); (bc) Annual Statements — within 120 days (or such shorter period as may be agreed to in either the Senior Credit Agreement or BST Credit Agreement (after giving effect to any amendments, waivers, extensions or modifications of the applicable provisions thereof), as the case may be (or, in the case of clauses (i) and (ii) below, within 10 days after such earlier date as the Company’s annual report is required to be filed with the SEC under the Exchange Act (after giving effect to any applicable extensions permitted under the rules and regulations of the SEC), with written notice of such earlier filing to be delivered to each holder of Notes simultaneously with such filing) after the end of each fiscal year of the CompanyCompany and BST, as applicable, duplicate copies of:, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, andyear (it being understood that such consolidated balance sheet shall not include members of the BST Group during the Bankruptcy Period), (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year (it being understood that such consolidated statements of income, changes in shareholders’ equity and cash flows shall not include members of the BST Group during the Bankruptcy Period), and (iii) except during the Bankruptcy Period or at any time during which BST is not a Subsidiary of the Company, a consolidated balance sheet of BST and its Subsidiaries for (including BST and its Subsidiaries), a profit and loss account and cashflow statement, in each case as at the end of 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 GAAPGAAP (in the case of clauses (i) and (ii)) or BST Accounting Principles (in the case of clause (iii)), 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 national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAPGAAP (in the case of clauses (i) and (ii)), or BST Accounting Principles (in the case of clause (iii)) 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 that, with respect to clauses (i) and (ii), the delivery within the time period specified above of the Company’s said financial statementsAnnual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b8.1(c). For purposes of the financial reporting contemplated pursuant to Sections 8.1(a)(iii), 8.1(b)(iii), and 8.1(c)(iii), the ASCI Reorganization shall be deemed to have been consummated on January 1, 2008;”

Financial and Business Information. The So long as any Advance remains unpaid, or any other Obligation (other than indemnity obligations for which no claim has been made) remains unpaid or unperformed, or any portion of the Commitment remains in force, the Company shall shall, unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents in writing, deliver to each Purchaser the Banks and each holder of Bonds that is an Institutional Investorthe Administrative Agent, at the Company’s sole expense: (a) Quarterly Statements — As soon as practicable, and in any event within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company Fiscal Quarter (other than the last quarterly fiscal period of each such fiscal yearfourth Fiscal Quarter in any Fiscal Year), duplicate copies of: (i) a the consolidated balance sheet sheets of the Company and its Subsidiaries as at the end of such quarterFiscal Quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter income 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 periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (iiiii) consolidated statements of incomecash flow, changes in shareholders’ equity each case described in clauses (ii) and cash flows (iii) of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures Fiscal Quarter and for the previous fiscal yearportion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of the Company as fairly presenting the financial condition, results of operations and changes in financial position of the Company and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than any requirement for footnote disclosures), as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year, (ii) consolidated statements of income of the Company and its Subsidiaries for such Fiscal Year and (iii) consolidated statements of cash flow of the Company and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAPGenerally Accepted Accounting Principles, and such consolidated balance sheet and consolidated statements shall be accompanied by an a report and opinion thereon (without a “going concern” of Ernst & Young 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 national standingstanding selected by the Company, which report and opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been be 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 standardsstandards as at such date; (c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Company generally, and that such audit provides copies of all annual, regular, periodic, current and special reports and registration statements which the Company or a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above Subsidiary of the Company’s said financial statementsCompany may file or be required to file under Sections 13 or 15(d) of the Securities Exchange Act of 1934; (d) Promptly, prepared and in accordance any event within five (5) Banking Days after a Senior Officer of the Company obtains actual knowledge of the existence of any condition or event which constitutes a Default or Event of Default, written notice specifying the nature and period of existence thereof and specifying what action the Company or any of its Subsidiaries is taking or proposes to take with respect thereto; (e) Promptly upon becoming aware of the occurrence of any ERISA Event defined in clauses (i) through (vii) or (xi) of the definition thereof involving Title IV of ERISA that could reasonably be expected to result in material liability to the Company or its Subsidiaries or any ERISA Event that could reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, what action the Company or any of its ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) With reasonable promptness, copies of (a) each Schedule SB (Actuarial Information) to the annual report, if any (Form 5500 Series), filed by the Company or any of its Current ERISA Affiliates with the requirements therefor Internal Revenue Service with respect to each Pension Plan following the Administrative Agent’s request; (b) all notices received by the Company or any of its Current ERISA Affiliates from the sponsor of a Multiemployer Plan to which a Current ERISA Affiliate contributes concerning an ERISA Event defined in clauses (i) through (vii) or (xi) of the definition thereof following the receipt thereof; and containing (c) such other documents or governmental reports or filings relating to any Employee Benefit Plan as the above-described audit opinion and Administrative Agent shall reasonably request; and (g) Such other material information related to any Borrower’s ability to meet its Obligations hereunder as from time to time may be reasonably requested by the Administrative Agent or the Majority Banks. Documents required to be delivered pursuant to Section 7.1 (to the extent any such documents are included in materials otherwise filed with or furnished to the Municipal Securities Rulemaking Board on and Exchange Commission and available to the EMMA database public may be delivered electronically and if so delivered), shall be deemed to satisfy the requirements have been delivered for all purposes of this Section 7.1(bAgreement on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 13.7; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website (including, without limitation, the XXXXX System);, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Bonds a Note that is an Institutional Investor: 14 (a) Quarterly Statements — within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: , (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end year-end adjustments, provided that the delivery within the time period specified above of the Company’s said financial statements, prepared in accordance with the requirements therefor and filed with the Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); ; (b) Annual Statements — within 120 days after the end of each fiscal year of the Company, duplicate copies of: , (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal yearyear (other than with respect to the fiscal year ending September 30, 2021), all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception (other than a “going concern” qualification resulting solely from (i) an upcoming maturity date under any Indebtedness occurring within one year from the time such opinion is delivered or (ii) an anticipated (but not actual) breach of financial covenants) and without any an qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (c) SEC and Other Reports — promptly upon their becoming available, provided that one copy of (i) each financial statement, report, material notice or proxy statement or similar document sent by the delivery within Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the time period specified above ordinary course of the Company’s said financial statements, prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements administration of this Section 7.1(b);a