Common use of Financial and Business Information Clause in Contracts

Financial and Business Information. Deliver to the Bank: (a) Within forty-five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Quarter and consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public 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 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP;

Financial and Business Information. Deliver So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, deliver to the BankAdministrative Agent and the Banks, at Borrower's sole expense: (a) Within forty-five (45) As soon as practicable, and in any event within 60 days after the close of each of the first three Fiscal Quarters end of each Fiscal Year of Quarter (other than the Borrowerfourth Fiscal Quarter in any Fiscal Year), a (i) the consolidated balance sheet of the Borrower and its Subsidiaries as of at the close end of such Fiscal Quarter and the consolidated statements statement of income operations for each Fiscal Quarter, and its statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer 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 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the Fiscal Quarter then ended and for that portion end of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding each Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with that of (i) the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the close end of such Fiscal Year and audited the consolidated statements of income operations, shareholders' equity and cash flows for the flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year then ended, including the notes to eachYear, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, detail. Such financial statements shall be 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 yearGenerally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report thereon and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such certified public accountant containing an 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 Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such 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 Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and 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; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any 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 or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not qualified a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to scope limitations imposed by Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to accounting principles followed time may be reasonably requested by any Creditor through the Borrower or its Subsidiaries not in accordance with GAAP;Administrative Agent. 7.2

Financial and Business Information. Deliver The Company shall deliver to the Bankeach Purchaser and each holder of a Note that is an Institutional Investor: (a) Within fortyQuarterly Statements — within 45 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-five Q (45the “Form 10-Q”) days 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 Regal Rexnord Corporation Note Purchase Agreement -15- Credit Facility if such delivery occurs earlier than such required delivery date) after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on (subject to normal year-end audit adjustments and the absence of footnotes) applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty Annual Statements — within 105 days (120or 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 close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Year year, and audited (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows for of the Borrower Company and its Subsidiaries for such year, setting forth in each case in comparative form the Fiscal Year then ended, including figures for the notes to eachprevious fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, 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 yearGAAP, and accompanied by a report thereon by such certified public accountant containing 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 is not qualified 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 respect to scope limitations imposed by GAAP, and that the Borrower or its Subsidiaries or examination of such accountants in connection with respect to accounting principles followed by the Borrower or its Subsidiaries not such financial statements has been made in accordance with GAAPgenerally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;

Financial and Business Information. Deliver So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, deliver to the BankAdministrative Agent and the Banks, at Borrower's sole expense: (a) Within forty-five (45) As soon as practicable, and in any event within 60 days after the close end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarter, and its statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer 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 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Total Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the con- solidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, 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 Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisxxx Xxnxx, xxxxh report and 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 as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such 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 Fiscal Year (which shall accompany such certificate) under Section 6.11 and 6.12, have read such Sections (including the definitions of all defined terms used therein) and 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; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event (i) within 30 days after the end of the first three Fiscal Quarters of in each Fiscal Year Year, and (ii) 60 days after the end of the Borrowerfourth Fiscal Quarter in each Fiscal Year, a consolidated balance sheet written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of the operations of Borrower and its Subsidiaries as of the close of during such Fiscal Quarter and consolidated detailing the status of development of each New Venture Entity, including the amounts of Capital Expenditures and Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) of income the Securities Exchange Act of 1934 and cash flows for not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Bor- rower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any 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 or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $10,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease, which claim is in excess of $10,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period $1,000,000 or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public 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 accompanied by a report thereon by such certified public accountant containing an opinion that is not qualified more with respect to scope limitations imposed by Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to accounting principles followed time may be reasonably requested by any Creditor through the Borrower or its Subsidiaries not in accordance with GAAP;Administrative Agent. 7.2

Financial and Business Information. Deliver The Company shall deliver to each holder of Notes that is an Institutional Investor: Quarterly Statements -- within 60 days (or such shorter period as is 15 days greater than the period applicable to the Bank: filing of the Company's Quarterly Report on Form 10-Q (athe "Form 10-Q") Within forty-five (45with the SEC regardless of whether the Company is subject to the filing requirements thereof) days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such quarter, a consolidated schedule of investments of the close Company and its Subsidiaries as at the end of such Fiscal Quarter quarter (the "Quarterly Schedule of Investments"), consolidated statements of operations 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, and consolidated statements of income changes in net assets and cash flows for of the Borrower Company and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal year ending with such quarter, setting forth, in the case of clauses (1), (3) and (4) of this Section 7.1(a), in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Form 10-Q prepared in compliance with the requirements therefor and certified by filed with the Borrower’s president or chief financial officer SEC together with the Quarterly Schedule of Investments to the extent not included in such Form 10-Q shall be deemed to satisfy the requirements of this Section 7.1(a), 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" and through its home page on the worldwide web (which, at the date of this Agreement, is located at: http//xxx.xxxxxxxxxx.xxx) and shall have caused to be true given timely notice thereof to each holder of the Notes, which notice may be by electronic mail to each such holder's e-mail address specified for such communications in Schedule A, or at such other e-mail address (or, if such holder is not a Purchaser, at such e-mail address) as such holder shall have specified to the Company in writing, of such availability (such availability and accuratenotice being referred to as "Electronic Delivery") in which event, if required hereby, the Company shall, concurrently therewith, separately deliver the Quarterly Schedule of Investments and the Company shall be deemed to have made such separate concurrent delivery of such schedule if it shall have timely given Electronic Notification thereof; Annual Statements -- within 105 days (bor 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") Within one hundred twenty (120with the SEC regardless of whether the Company is subject to the filing requirements thereof) days after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of, a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, a consolidated schedule of investments of the close Company and its Subsidiaries as at the end of such Fiscal Year year (the "Annual Schedule of Investments"), and audited consolidated statements of income operations, changes in net assets and cash flows for of the Borrower Company and its Subsidiaries for such year, setting forth, in the Fiscal Year then endedcase of clauses (1) and (3) of this Section 7.1(b), including in comparative form the notes to eachfigures for the previous fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountant accountants of recognized national standing or other independent certified public accountants reasonably acceptable to the BankRequired Holders, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with GAAP applied on a basis consistent with that the applicable standards of the preceding year or containing disclosure Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by Company's Form 10-K for such certified public accountant containing an opinion that is not qualified with respect to scope limitations imposed by the Borrower or its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not fiscal year prepared in accordance with GAAPthe requirements therefor and filed with the SEC together with the Annual Schedule of Investments to the extent not included in such Form 10-K, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in which event, if required hereby, the Company shall, concurrently therewith, separately deliver the Annual Schedule of Investments and the Company shall be deemed to have made such separate concurrent delivery of such schedule if it shall have timely given Electronic Notification thereof;

Financial and Business Information. Deliver The Company will deliver to the Bankeach holder of Notes that is an Institutional Investor: (a) Within forty-five (45) Quarterly Statements -- within 60 days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and consolidated statements of income earnings and cash flows for stockholders’ equity of the Borrower Company and its Subsidiaries for such quarter and (in the Fiscal Quarter then ended case of the second and third quarters) for that the portion of the Fiscal Year then endedfiscal year ending with such quarter, and consolidated statements of cash flows of the Company and its Subsidiaries for such quarter or (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that Senior Financial Officer as fairly presenting, in all material respects, the financial condition of the preceding period or containing disclosure of the effect companies being reported on the financial position or and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and certified by filed with the Borrower’s president or chief financial officer Securities and Exchange Commission shall be deemed to be true and accuratesatisfy the requirements of this Section 7.1(a); (b) Within one hundred twenty (120) Annual Statements -- within 105 days after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of, a consolidated balance sheet of the Borrower Company and its Subsidiaries, as at the end of such year, and consolidated statements of income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon 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 condition of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b); Unrestricted Subsidiaries -- if, at the time of delivery of any financial statements pursuant to Section 7.1(a) or (b), Unrestricted Subsidiaries account for more than 10% of (i) the consolidated total assets of the Company and its Subsidiaries as reflected in the balance sheet included in such financial statements or (ii) the consolidated revenues of the close Company and its Subsidiaries reflected in the consolidated statement of income included in such Fiscal Year financial statements, an unaudited balance sheet for all Unrestricted Subsidiaries taken as whole as at the end of the fiscal period included in such financial statements and audited consolidated the related unaudited statements of income income, stockholders’ equity and cash flows for such Unrestricted Subsidiaries for such period, together with consolidating statements reflecting all eliminations or adjustments necessary to reconcile such group financial statements to the Borrower consolidated financial statements of the Company and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public 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 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAPSubsidiaries;

Financial and Business Information. Deliver The Company shall deliver to the Bankeach Purchaser and each holder of a Note that is an Institutional Investor: (a) Within fortyQuarterly 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-five Q (45the "Form 10-Q") days 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 close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Form 10-Q prepared in compliance with the requirements therefor and certified by filed with the Borrower’s president or chief financial officer SEC shall be deemed to be true and accuratesatisfy the requirements of this Section 7.1(a); (b) Within one hundred twenty Annual Statements -- within 120 days (120or such shorter period as is the earlier of (x) 15 days after greater than the close of each Fiscal Year period applicable to the filing of the Borrower, an audited consolidated balance sheet Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public accountant reasonably acceptable Company is subject to the Bank, in accordance with GAAP applied 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 a basis consistent with that of the preceding year or containing disclosure of the effect on the which such corresponding financial position or results of operation of statements are delivered under any change in the application of accounting principles and practices during the year, and 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP;Material DB1/ 84912103.8 17

Financial and Business Information. Deliver The Company shall deliver to the Bankeach holder that is an Institutional Investor: (a) Within Quarterly Statements -- within forty-five (45) days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year such fiscal year), duplicate copies of, consolidated balance sheets of the BorrowerCompany and its consolidated Subsidiaries, and of the Company and its Restricted Subsidiaries, as at the end of such quarter, and consolidated statements of operations, stockholders'equity and cash flows of the Company and its consolidated Subsidiaries, and of the Company and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the 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, so long as the Company shall not have any Unrestricted Subsidiaries, delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); Annual Statements -- within ninety (90) days after the end of each fiscal year of the Company, duplicate copies of, a consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at the end of such year, consolidated statements of operations, stockholders'equity and cash flows of the Company and its consolidated Subsidiaries for such year, and a condensed consolidating balance sheet, and condensed consolidating statements of operations and cash flows of the Company and its Subsidiaries as setting forth, in each case, consolidating information sufficient to show the financial position and results of the close of such Fiscal Quarter and consolidated statements of income operations and cash flows of the Company and the Restricted Subsidiaries, setting forth in each case in comparative form the figures for the Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedprevious fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public 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 yearGAAP, and accompanied by a report in the case of the financial statements identified in the foregoing clauses (i) and (ii), an opinion thereon by such of independent certified public accountant containing an accountants of recognized national standing, which opinion shall state that is not qualified 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 respect to scope limitations imposed by GAAP, and that the Borrower or its Subsidiaries or examination of such accountants in connection with respect to accounting principles followed by the Borrower or its Subsidiaries not such financial statements has been made in accordance with GAAP;generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that, so long as the Company shall not have any Unrestricted Subsidiaries, the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants'certificates described in clauses (A) and (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b); SEC and Other Reports -- promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Company or any Restricted Subsidiary to public securities holders generally, and

Financial and Business Information. Deliver The Obligors shall deliver to the Bankeach holder of Notes that is an Institutional Investor: (a) Within forty-five (45) Quarterly Statements — within 60 days after the close end of each quarter in each fiscal year of the first three Fiscal Quarters Company (other than the last quarter of each Fiscal Year such fiscal year), duplicate copies of: (i) consolidated and consolidating balance sheets of the Borrower, a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated and consolidating statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such quarter and for the Borrower 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 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 adjustments, provided that if, as of the end of the fiscal period being reported upon, (A) the aggregate assets of the Company and its Restricted Subsidiaries (excluding the investment in, or assets or operations of, any Unrestricted Subsidiaries) constitute not less than 90% of consolidated assets of the Company and all Subsidiaries as of the end of the fiscal period being reported upon and (B) the gross revenues of the Company and its Restricted Subsidiaries (excluding revenues of any Unrestricted Subsidiaries except to the extent actually remitted to the Company or any Restricted Subsidiary) constitute at least 90% of consolidated gross revenues of the Company and its Subsidiaries for the Fiscal Quarter then ended and for that portion 12 month period ending on the last day of the Fiscal Year then endedfiscal period being reported upon, all delivery within 60 days after the end of each quarterly fiscal period in reasonable detail setting forth in comparative form each fiscal year of the corresponding figures for Company of copies of the preceding Fiscal Year, all Company’s Quarterly Report on Form 10-Q prepared in accordance compliance with GAAP applied on a basis consistent the requirements therefor and filed with that the SEC shall be deemed to satisfy the requirements of the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accuratethis Section 7.1(a); (b) Within one hundred twenty (120) Annual Statements — within 105 days after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then endedduplicate copies of: -14- Cabela’s Incorporated, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public 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 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP;et al. Note Purchase Agreement

Financial and Business Information. Deliver The Company shall deliver (or cause to the Bank: be delivered) to each Purchaser and holder of a Note that is an Institutional Investor (other than any Sanctioned Holder): (a) Quarterly Statements (i) Within forty60 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-five Q (45the “Form 10-Q”) days 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 close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of: (A) a consolidated balance sheet of the Borrower Company and its Subsidiaries consolidated subsidiaries as of at the close end of such Fiscal Quarter and quarter, and (B) consolidated statements of income operations, changes in net assets and cash flows of the Company and its consolidated subsidiaries, for such quarter and (in the case of the consolidated statements of operations for the Borrower second and its Subsidiaries third quarters) for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on a basis consistent with that applicable to quarterly financial statements generally (other than absence of the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit footnotes and year-end adjustments), and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty (120) days after the close of each Fiscal Year a Senior Financial Officer of the Borrower, an audited consolidated balance sheet of the Borrower and its Subsidiaries Company as of the close of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public accountant reasonably acceptable to the Bankfairly presenting, in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on all material respects, the financial position or of the Company and its consolidated subsidiaries being reported on and their results of operation of any change in the application of accounting principles operations and practices during the cash flows, subject to changes resulting from year, and 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP-end adjustments;

Financial and Business Information. Deliver The Company shall deliver to the Bankeach Holder of a Bond that is an Institutional Investor: (a) Within forty-five Quarterly Statements — within sixty (4560) days (or such shorter period as is the earlier of (x) fifteen (15) days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (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 close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within Annual Statements — within one hundred twenty five (120105) days (or such shorter period as applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Year year, and audited (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows for of the Borrower Company and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public 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 such year, and 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP;,

Financial and Business Information. Deliver The Company shall deliver to each holder of Notes that is an Institutional Investor (and for purposes of this Agreement the Bank: information required by this Section 7.1 shall be deemed delivered on the date of delivery of such information or in the case of any such information being filed on SEDAR or XXXXX the date on which notice of such filing is provided to such holders of Notes): (a) Within forty-five (45) Interim Statements -- promptly after the same are available and in any event within 60 days after the close end of each of the first three Fiscal Quarters of each Fiscal Year Year, duplicate copies of the Borrower, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter period; and 15 (ii) consolidated statements of income operations, shareholders' equity and cash flows of the Company and its Subsidiaries, for such period and (in the case of the second and third quarters) for the Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedending with such quarter; setting forth in each case in comparative form the figures for (x) in the case of clause (a)(i) above, the previous Fiscal Year end and (y) in the case of clause (a)(ii) above, the corresponding period in the previous Fiscal Year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to interim financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty (120) Annual Statements -- promptly after the same are available and in any event within 120 days after the close end of each Fiscal Year Year, duplicate copies of the Borrower, an audited (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Year and audited year; (ii) consolidated statements of income income, changes in shareholders' equity and cash flows for of the Borrower Company and its Subsidiaries for such year; and setting forth in each case in comparative form the figures for the previous Fiscal Year then ended, including the notes to eachYear, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, 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 yearGAAP, and accompanied by a report thereon by such certified public accountant containing an opinion thereon of independent chartered accountants of recognized international standing, which opinion shall state that is not qualified with respect to scope limitations imposed by such consolidated financial statements present fairly, in all material respects, the Borrower or financial position of the Company and its Subsidiaries or with respect to accounting principles followed by Subsidiaries, and the Borrower or its Subsidiaries not results of their operations and their cash flows in accordance 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)

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

Financial and Business Information. Deliver The Company shall deliver to the Bankeach holder of a Note that is an Institutional Investor: (a) Within fortyQuarterly Statements — within 45 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-five Q (45the “Form 10-Q”) days 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 close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter and quarter, (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal year ending with such quarter, and (iii) the Statutory Statements of each Regulated Insurance Company for such fiscal period to the extent required to be filed under applicable Law and as filed with the Applicable Insurance Regulatory Authority. setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty Annual Statements — as soon as available and in any event within 90 days (120or 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 close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public 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 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP;and

Financial and Business Information. Deliver The Company shall deliver to each holder of Notes that is an Institutional Investor: Quarterly Statements - within 60 days (or such shorter period as is 15 days greater than the period applicable to the Bank: filing of the Company's Quarterly Report on Form 10-Q (athe "Form 10-Q") Within forty-five (45with the SEC regardless of whether the Company is subject to the filing requirements thereof) days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such quarter, a consolidated schedule of investments of the close Company and its Subsidiaries as at the end of such Fiscal Quarter quarter (the "Quarterly Schedule of Investments"), consolidated statements of operations 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, and consolidated statements of income changes in net assets and cash flows for of the Borrower Company and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal year ending with such quarter, setting forth, in the case of clauses (1), (3) and (4) of this Section 7.1(a), in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Form 10-Q prepared in compliance with the requirements therefor and certified by filed with the Borrower’s president or chief financial officer SEC together with the Quarterly Schedule of Investments to the extent not included in such Form 10-Q shall be deemed to satisfy the requirements of this Section 7.1(a), 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" and through its home page on the worldwide web (which, at the date of this Agreement, is located at: http//xxx.xxxxxxxxxx.xxx) and shall have caused to be true given timely notice thereof to each holder of the Notes, which notice may be by electronic mail to each such holder's e-mail address specified for such communications in Schedule A, or at such other e-mail address (or, if such holder is not a Purchaser, at such e-mail address) as such holder shall have specified to the Company in writing, of such availability (such availability and accuratenotice being referred to as "Electronic Delivery") in which event, if required hereby, the Company shall, concurrently therewith, separately deliver the Quarterly Schedule of Investments and the Company shall be deemed to have made such separate concurrent delivery of such schedule if it shall have timely given Electronic Notification thereof; Annual Statements - within 105 days (bor 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") Within one hundred twenty (120with the SEC regardless of whether the Company is subject to the filing requirements thereof) days after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of, a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, a consolidated schedule of investments of the close Company and its Subsidiaries as at the end of such Fiscal Year year (the "Annual Schedule of Investments"), and audited consolidated statements of income operations, changes in net assets and cash flows for of the Borrower Company and its Subsidiaries for such year, setting forth, in the Fiscal Year then endedcase of clauses (1) and (3) of this Section 7.1(b), including in comparative form the notes to eachfigures for the previous fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountant accountants of recognized national standing or other independent certified public accountants reasonably acceptable to the BankRequired Holders, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with GAAP applied on a basis consistent with that the applicable standards of the preceding year or containing disclosure Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by Company's Form 10-K for such certified public accountant containing an opinion that is not qualified with respect to scope limitations imposed by the Borrower or its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not fiscal year prepared in accordance with GAAPthe requirements therefor and filed with the SEC together with the Annual Schedule of Investments to the extent not included in such Form 10-K, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in which event, if required hereby, the Company shall, concurrently therewith, separately deliver the Annual Schedule of Investments and the Company shall be deemed to have made such separate concurrent delivery of such schedule if it shall have timely given Electronic Notification thereof; SEC and Other Reports - promptly upon their becoming available, one copy of (1) each financial statement, report, notice (other than notices of quarterly dividends) or proxy statement sent by the Company or any Subsidiary to its public securities holders generally and (2) 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 SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material, provided that the Company shall not be required to deliver, pursuant to this Section 7.1(c), any Form 10-K or Form 10-Q delivered, or deemed delivered, by the Company pursuant to Section 7.1(a) or Section 7.1(b) and provided further that the Company shall be deemed to have made such delivery of such reports and other information if it shall have timely made Electronic Delivery thereof or made available such reports and other information on IntraLinks® or a similar service reasonably acceptable to the Required Holders and, in either case, shall have caused to be given timely notice to each such holder of the Notes, which may include notice by electronic mail to each such holder's e-mail address specified for such communications in Schedule A, or at such other e-mail address (or, if such holder is not a Purchaser, at such e-mail address) as such holder shall have specified to the Company in writing, of such Electronic Delivery or the availability of such reports and other information on IntraLinks® or such other similar service (such availability and notice thereof being referred to as "Electronic Notification");

Financial and Business Information. Deliver The Company shall deliver to the Bankeach holder of Notes that is an Institutional Investor: (a) Within forty-five (45) Quarterly Statements - within 60 days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows for of the Borrower Company and its Subsidiaries for such quarter and (in the Fiscal Quarter then ended case of the second and third quarters) for that the portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments; provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a), so long as such quarterly financial statements reflect the financial information described in the foregoing clauses (a)(i) and certified by (ii) for the Borrower’s president or chief financial officer fiscal quarter to be true and accuratewhich any such filing relates; (b) Within one hundred twenty (120) Annual Statements - within 105 days after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as of at as the close end of such Fiscal Year year, and audited (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to eachprevious fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, 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 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP;, and accompanied by: (1) an opinion thereon 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 Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (2) above, shall be deemed to satisfy the requirements of this Section 7.1(b), so long as such annual reports contain the financial information described in the foregoing clauses (b)(i) and (ii) for the fiscal year to which they relate and are accompanied by the reports of the Company's independent public accountants referred to in this Section 7.1(b); (c)

Financial and Business Information. Deliver The Company shall deliver to the Bankeach holder of Notes that is an Institutional Investor: (a) Within forty-five (45) Quarterly Statements promptly, and in any event, within 60 days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Companys Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and certified by filed with the Borrower’s president or chief financial officer Securities and Exchange Commission shall be deemed to be true and accuratesatisfy the requirements of this Section7.1(a); (b) Within one hundred twenty (120) Annual Statements promptly, and in any event, within 105 days after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as of at the close end of such Fiscal Year year, and audited (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to eachprevious fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, 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 yearGAAP, and accompanied by an opinion thereon 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 Companys Annual Report on Form 10-K for such fiscal year (together with the Companys annual report thereon to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section7.1(b); (c) SEC and Other Reports promptly upon their becoming available, one copy of (i)each financial statement, report, notice or proxy statement sent by the 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 certified public accountant containing 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 opinion that is not qualified ERISA Affiliate proposes to take with respect thereto: (i) with respect to scope limitations imposed 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 Borrower 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 with respect relating to accounting principles followed 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 Borrower or its Subsidiaries not in accordance with GAAP;any such holder of Notes. Section7.2.

Financial and Business Information. Deliver The Company shall deliver to the Bankeach Purchaser and each holder of a Note that is an Institutional Investor: (a) Within fortyQuarterly 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-five Q (45the “Form 10-Q”) days 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 close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on SEC requirements applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and certified by filed with the Borrower’s president or chief financial officer SEC shall be deemed to be true and accuratesatisfy the requirements of this Section 7.1(a); (b) Within one hundred twenty Annual Statements — within 105 days (120or 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 close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public 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 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP;duplicate copies of

Financial and Business Information. Deliver The Company shall deliver to the Bankeach holder of Notes that is an Institutional Investor: (a) Within forty-five (45) Quarterly Statements within 60 days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows for of the Borrower Company and its Subsidiaries for such quarter and (in the Fiscal Quarter then ended case of the second and third quarters) for that the portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, ; provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and certified by filed with the Borrower’s president or chief financial officer Securities and Exchange Commission shall be deemed to be true and accuratesatisfy all of the requirements of this Section 7.1(a); (b) Within one hundred twenty (120) Annual Statements within 105 days after the close end of 19 each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as of at the close end of such Fiscal Year year, and audited (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to eachprevious fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, 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 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP;, and accompanied by: (1) an opinion thereon 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 conducting their customary audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (2) above, shall be deemed to satisfy the requirements of this Section 7.1(b); (c) SEC and Other Reports promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, (ii) each regular or periodic report filed with the Securities and 20 Exchange Commission, and all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material and (iii) prompt written notice and sufficient information relating to the filing of each registration statement and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission; (d) Notice of Default or Event of Default promptly, and in any event within five days after a 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 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) 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, as defined in Section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; (f) Notices from Governmental Authority promptly, and in any event within 30 days of receipt thereof, copies of any 21 notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and (g) Requested Information with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes, including without limitation, such information as is required by SEC Rule 144A under the Securities Act to be delivered to the prospective transferee of the Notes, but excluding, so long as no Default or Event of Default exists, projections and confidential data or information of a technical or scientific nature which does not relate directly to the business, operations, affairs, financial conditions, assets or properties of the Company or any of its Subsidiaries or to the ability of the Company to perform its obligations hereunder and under the Notes. .

Financial and Business Information. Deliver The Obligors shall deliver to the Bankeach holder of Notes that is an Institutional Investor: (a) Within forty-five (45) Quarterly Statements - within 60 days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows for of the Borrower Company and its Subsidiaries for such quarter and (in the Fiscal Quarter then ended case of the second and third quarters) for that the portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and certified by filed with the Borrower’s president or chief financial officer Securities and Exchange Commission shall be deemed to be true and accuratesatisfy the requirements of this Section 7.1(a); (b) Within one hundred twenty (120) Annual Statements - within 105 days after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of: (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as of at the close end of such Fiscal Year year, and audited (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to eachprevious fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, 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 yearGAAP, and accompanied by a report an opinion thereon by such of independent certified public accountant containing an accountants of recognized national standing, which opinion shall state that is not qualified 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 respect to scope limitations imposed by GAAP, and that the Borrower or its Subsidiaries or examination of such accountants in connection with respect to accounting principles followed by the Borrower or its Subsidiaries not such financial statements has been made in accordance with GAAP;generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b); (c)

Financial and Business Information. Deliver The Company shall deliver to the Bankeach Purchaser and each holder of a Note that is an Institutional Investor: (a) Within forty-five (45) Quarterly Statements — within 60 days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year such fiscal year), copies of the Borrower, (1) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (2) consolidated statements of income income, changes in shareholders’ equity and cash flows for of the Borrower Company and its Subsidiaries for such quarter and (in the Fiscal Quarter then ended case of the second and third quarters) for that the portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the applicable to quarterly financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustmentsstatements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the Borrowerfinancial position of the companies -14- being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnotes, provided that delivery within the time period specified above of copies of the Company’s president or chief financial officer Quarterly Report on Form 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be true deemed to have made such delivery of such Quarterly Report on Form 10‑Q if it shall have timely made such Quarterly Report on Form 10‑Q available on “XXXXX” and accurateavailable through the Company’s website (at the date of this Agreement located at: http//xxx.xx.xxx) (such availability thereof being referred to as “Electronic Delivery”); (b) Within one hundred twenty (120) Annual Statements — within 105 days after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited copies of (1) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Year year, and audited (2) consolidated statements of income income, changes in shareholders’ equity and cash flows for of the Borrower Company and its Subsidiaries for such year, setting forth in each case in comparative form the Fiscal Year then ended, including figures for the notes to eachprevious fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, 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 yearGAAP, and accompanied by a report thereon by such certified public accountant containing an opinion thereon of independent public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation and shall state that is not qualified 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 respect to scope limitations imposed by GAAP, and that the Borrower or its Subsidiaries or examination of such accountants in connection with respect to accounting principles followed by the Borrower or its Subsidiaries not such financial statements has been made in accordance with GAAP;generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof; (c)

Financial and Business Information. Deliver The Company shall deliver to the Bankeach holder of Notes that is an Institutional Investor: (a) Within forty-five (45) Quarterly Statements _ within 60 days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), a copy of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on (except as noted therein) applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty (120) Annual Statements _ within 105 days after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited a copy of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as of at the close end of such Fiscal Year year, and audited (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to eachprevious fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, 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 yearGAAP, and accompanied by an opinion thereon 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 report thereon reasonable basis for such opinion in the circumstances; (c) SEC and Other Reports _ promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company 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 certified public accountant containing 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 Company or an opinion that is not qualified ERISA Affiliate proposes to take with respect thereto: (i) with respect to scope limitations imposed any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the Borrower PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and (f) Requested Information _ with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or with respect relating to accounting principles followed the ability of the Company to perform its oblig ations hereunder and under the Notes as from time to time may be reasonably requested by the Borrower or its Subsidiaries not in accordance with GAAP;any such holder of Notes. .

Financial and Business Information. Deliver The Constituent Companies shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor: Quarterly Statements — within 60 days (oror, solely during the Covenant Relief Period, within 75 days if the SEC extends the time for quarterly filing past such date for public companies generally (or, in each case, such shorter period as is the earlier of (x) 155 days greater than the period applicable to the Bank: filing of the Parent Guarantor’s Quarterly Report on Form 10-Q (athe “Form 10-Q”) Within forty-five with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (45y) days 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 close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Parent Guarantor (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, a consolidated balance sheet of the Borrower Parent Guarantor and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and consolidated statements of income income, changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that Senior Financial Officer of the preceding period or containing disclosure of the effect on Parent Guarantor as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments; Annual Statements — within 105 days (oror, solely during the Covenant Relief Period, within 150 days if the SEC extends the time for annual filing past such date for public companies generally (or, in each case, such shorter period as is the earlier of (x) 155 days greater than the period applicable to the filing of the Parent Guarantor’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and certified (y) the date by the Borrower’s president or chief which such financial officer statements are required to be true and accurate; (b) Within one hundred twenty (120) days 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 close end of each Fiscal Year fiscal year of the BorrowerParent Guarantor, an audited duplicate copies of, a consolidated balance sheet of the Borrower Parent Guarantor and its Subsidiaries as of at the close end of such Fiscal Year year, and audited ​ consolidated statements of income income, changes in shareholders’ equity and cash flows for of the Borrower Parent Guarantor and its Subsidiaries for such year, setting forth in each case in comparative form the Fiscal Year then ended, including figures for the notes to eachprevious fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, 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 yearGAAP, and accompanied by an opinion thereon (without a report thereon “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; SEC and Other Reports — promptly upon their becoming available, one copy of (1) each financial statement, report, notice, proxy statement or similar document sent by the Parent Guarantor or any Subsidiary (i) to its creditors under any Material Credit Facility (including information sent to the Bank Agent pursuant to Section 9.4(e) of the Bank Credit Agreement but excluding information sent to such creditors in the ordinary course of administration of a credit facility, such as information relating to pricing and borrowing availability) or (ii) to its public Securities holders generally, and (2) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such certified Purchaser or holder), each proxy statement and each prospectus and all amendments thereto filed by the Parent Guarantor or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Parent Guarantor or any Subsidiary to the public accountant containing an opinion concerning developments that is not qualified are Material; Notice of Default or Event of Default — promptly, and in any event within five days after a Responsible Officer of either Constituent Company becoming aware of the existence of (1) any Default or Event of Default or that any Person has given any notice or taken any action with respect to scope limitations imposed by the Borrower a claimed default hereunder or its Subsidiaries that any Person has given any notice or taken any action with respect to accounting principles followed a claimed default of the type referred to in Section 11(f), or (2) any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by either Constituent Company, any Subsidiary Guarantor, any Grantor or any other Subsidiary under any Material Contract or the Borrower Bank Credit Agreement, a written notice specifying the nature and period of existence thereof and what action the Constituent Companies are taking or its Subsidiaries not in accordance propose to take with GAAPrespect thereto;

Financial and Business Information. Deliver The Company shall deliver to the Bankeach Purchaser and each holder of a Note that is an Institutional Investor: (a) Within fortyQuarterly 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-five Q (45the “Form 10-Q”) days 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 close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on SEC requirements applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and certified by filed with the Borrower’s president or chief financial officer SEC shall be deemed to be true and accuratesatisfy the requirements of this Section 7.1(a); (b) Within one hundred twenty Annual Statements — within 105 days (120or 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 close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the close end of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public 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 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP;and

Financial and Business Information. Deliver The Company shall deliver to the Bankeach holder of Notes that is an Institutional Investor: (a) Within forty-five (45) Quarterly Statements - within 60 days after the close end of each quarterly fiscal period in each fiscal year of the first three Fiscal Quarters Company (other than the last quarterly fiscal period of each Fiscal Year of the Borrowersuch fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Restricted Subsidiaries as of at the close end of such Fiscal Quarter quarter, and (ii) consolidated statements of income 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 Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then endedfiscal 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 setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, all prepared in accordance with GAAP applied on applicable to quarterly financial statements generally, and certified by a basis consistent with that of the preceding period or containing disclosure of the effect on Senior Financial Officer as fairly presenting, in all material respects, the financial position or of the companies being reported on and their results of operation of any change in the application of accounting principles operations and practices during the periodcash flows, subject only to audit and changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and certified by filed with the Borrower’s president or chief financial officer Securities and Exchange Commission shall be deemed to be true and accuratesatisfy the requirements of this Section 7.1(a); (b) Within one hundred twenty (120) Annual Statements - within 120 days after the close end of each Fiscal Year fiscal year of the BorrowerCompany, an audited duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Restricted Subsidiaries, as of at the close end of such Fiscal Year year, and audited (ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to eachprevious fiscal year, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Yeardetail, 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 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 its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP;, and accompanied by: (A) an opinion thereon 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 Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b); (c)