Common use of Financial and Business Information Clause in Contracts

Financial and Business Information. The Borrower will furnish to UMB as soon as reasonably available after the end of each fiscal year, but in no event later than 120 days following the end of its fiscal year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for such fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer of the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.

Financial and Business Information. The Borrower will furnish Obligors shall deliver to UMB each holder of Notes that is an Institutional Investor: (a) Quarterly Statements - within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as soon at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as reasonably available fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements - within 105 days after the end of each fiscal yearyear of the Company, but in no event later than 120 days following duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of its fiscal such year, its audited and (ii) consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholdersincome, changes in shareholders' equity and a statement of 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 which shall have been reported by 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 which shall be their results of operations and cash flows and have been prepared in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably availableGAAP, its consolidated financial statements for and that the immediately preceding calendar month, all examination of such accountants in connection with such financial statements to be certified by has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the Chief Financial Officer or Chief Accounting Officer circumstances, provided that the delivery within the time period specified above of the Borrower. Such monthly financial statements shall include a balance sheet 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 statements of income. Notwithstanding the foregoing, in the event applicable regulations of filed with the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees deemed to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with satisfy the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and this Section 7.1(b); (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.c)

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB each Purchaser and each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as soon is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as reasonably available at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with SEC requirements applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s 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); (b) Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year, but in no event later than 120 days following the end of its fiscal year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for such fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer year of the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoingCompany, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.duplicate copies of

Financial and Business Information. The Borrower will furnish to UMB as soon as reasonably available after the end of each fiscal year, but in no event later than 120 days following the end of its fiscal year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for such fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer of the Borrower. Such monthly financial statements shall include a balance sheet and statements of incomeincome and stockholders' equity. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its SubsidiariesSubsidiarie. Within 30 days after he the end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B A attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.

Financial and Business Information. The So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower will furnish shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, deliver to UMB as the Administrative Agent and the Banks, at Borrower's sole expense: (a) As soon as reasonably available practicable, and in any event within 60 days after the end of each fiscal yearFiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), but in no event later than 120 days following (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 fiscal year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for the portion of the Fiscal Year ended with such fiscal yearFiscal 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 of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently appliedreasonable detail. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated Such financial statements for the immediately preceding calendar month, all such financial statements to shall be certified by the Chief Financial Officer or Chief Accounting a Senior Officer of Borrower as fairly presenting the Borrower. Such monthly 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 shall include a balance sheet of Borrower and statements of income. Notwithstanding the foregoingits Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in the any event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 within 100 days following after the end of each calendar quarter Fiscal Year, (i) the consolidated balance sheet of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries as at the end of such Fiscal Year and meet with representatives the consolidated statements of the Borrower to discuss the business operations, shareholders' equity and financial condition cash flows, in each case of the Borrower and its SubsidiariesSubsidiaries 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. Within 30 days after he end 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 each calendar monthArthur 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 date, and shall not be subject to any qualifications or exceptions as to the Borrower will furnish scope of the audit nor to UMB 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 of stating that, in making the Chief Financial Officer or examination pur- suant to generally accepted auditing standards necessary for the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date 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) stating, to the best "prohibited transaction" (as such term is defined in Section 406 of his ERISA or her knowledge and belief after due inquiry and review Section 4975 of the Borrower's books and recordsCode) in connection with any Pension Plan or any trust created thereunder, whether there exists on telephonic notice specifying the date of such certificate any Event of Default, regardless of whether any required notice has been givennature thereof, and, if any Event of Default existsno more than five (5) Banking Days after such telephonic notice, setting forth written notice again specifying the details nature thereof and the specifying what action which the 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 a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the 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 time may be reasonably requested by any Creditor through the Administrative Agent. 7.2

Financial and Business Information. The Borrower will furnish to UMB as soon as reasonably available after the end of each fiscal year, but in no event later than 120 days following the end of its fiscal year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for such fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer of the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he the end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB each Purchaser and each holder of a Note that is an Institutional Investor: (a) Quarterly Statements -- within 60 days (or such shorter period as soon as reasonably available is the earlier of (x) 15 days greater than the period applicable to the filing of the Company's Quarterly Report on Form 10-Q (the "Form 10-Q") with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), but in no event later than 120 days following duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of its fiscal yearsuch quarter, its audited and (ii) consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied. The Borrower will furnish GAAP applicable to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer of the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter position of the Borrower. The Borrower further agrees companies being reported on and their results of operations and cash flows, subject to at all times keep accurate and complete records changes resulting from year-end adjustments, provided that delivery within the time period specified above of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records copies of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was Company's Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of Sections 5.5, 5.6 this Section 7.1(a); (b) Annual Statements -- within 120 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof and 5.7 on (y) the date of by which such financial statements and (ii) stating, are required to the best of his be delivered under any Material Credit Facility or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of on which such certificate corresponding financial statements are delivered under any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.Material DB1/ 84912103.8 17

Financial and Business Information. The Borrower will furnish Constituent Companies shall deliver to UMB 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 soon is the earlier of (x) 155 days greater than the period applicable to the filing of the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date), after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as reasonably available at the end of such quarter, and consolidated statements of 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 portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end 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 (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date), after the end of each fiscal yearyear of the Parent Guarantor, but in no event later than 120 days following duplicate copies of, a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of its fiscal such year, its audited and ​ consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' income, changes in shareholders’ equity and a statement of cash flows of the Parent Guarantor and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been reported by independent certified public accountants and which shall be prepared in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably availableGAAP, its consolidated financial statements for and that the immediately preceding calendar month, all examination of such accountants in connection with such financial statements to be certified 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 Chief Financial Officer Parent Guarantor or Chief Accounting Officer of the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto any Subsidiary (i) setting forth 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 reasonable detail the calculations required ordinary course of administration of a credit facility, such as information relating to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 pricing and 5.7 on the date of such financial statements and borrowing availability) or (ii) statingto its public Securities holders generally, and (2) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), each proxy statement and each prospectus and all amendments thereto filed by the 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 best public concerning developments that are Material; Notice of his Default or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists— promptly, setting forth and in any event within five days after a Responsible Officer of either Constituent Company becoming aware of the details existence of (1) 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), 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 Bank Credit Agreement, a written notice specifying the nature and period of existence thereof and what action the action which the Borrower is Constituent Companies are taking or proposes propose to take with respect thereto.;

Financial and Business Information. The Borrower will furnish Obligors shall deliver to UMB each holder of Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days after the end of each quarter in each fiscal year of the Company (other than the last quarter of each such fiscal year), duplicate copies of: (i) consolidated and consolidating balance sheets of the Company and its Subsidiaries as soon at the end of such quarter, and (ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such quarter and for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Company as reasonably available fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that if, as of the end of the fiscal period being reported upon, (A) the aggregate assets of the Company and its Restricted Subsidiaries (excluding the investment in, or assets or operations of, any Unrestricted Subsidiaries) constitute not less than 90% of consolidated assets of the Company and all Subsidiaries as of the end of the fiscal period being reported upon and (B) the gross revenues of the Company and its Restricted Subsidiaries (excluding revenues of any Unrestricted Subsidiaries except to the extent actually remitted to the Company or any Restricted Subsidiary) constitute at least 90% of consolidated gross revenues of the Company and its Subsidiaries for the 12 month period ending on the last day of the fiscal period being reported upon, delivery within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 105 days after the end of each fiscal year, but in no event later than 120 days following the end of its fiscal year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for such fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer year of the BorrowerCompany, duplicate copies of: -14- Cabela’s Incorporated, et al. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.Note Purchase Agreement

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB each Holder of a Bond that is an Institutional Investor: (a) Quarterly Statements — within sixty (60) days (or such shorter period as soon 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 end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as reasonably available at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; (b) Annual Statements — within one hundred five (105) days (or such shorter period as applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof after the end of each fiscal yearyear of the Company, but in no event later than 120 days following duplicate copies of (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of its fiscal such year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for such fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer of the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) statingconsolidated statements of income, to the best of his or her knowledge changes in shareholders’ equity and belief after due inquiry and review cash flows of the Borrower's books Company and records, whether there exists on the date of its Subsidiaries for such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.year,

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB each Purchaser and each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — within 45 days (or such shorter period as soon is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Regal Rexnord Corporation Note Purchase Agreement -15- Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as reasonably available at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; (b) Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearyear of the Company, but in no event later than 120 days following duplicate copies of (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of its fiscal such year, its audited and (ii) consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' income, changes in shareholders’ equity and a statement of cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been reported by independent certified public accountants and which shall be prepared in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably availableGAAP, its consolidated financial statements for and that the immediately preceding calendar month, all examination of such accountants in connection with such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer of the Borrower. Such monthly financial statements shall include has been made in accordance with generally accepted auditing standards, and that such audit provides a balance sheet and statements of income. Notwithstanding the foregoing, reasonable basis for such opinion in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.circumstances;

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB each holder that is an Institutional Investor: Quarterly Statements -- within forty-five (45) days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, consolidated balance sheets of the Company and its consolidated Subsidiaries, and of the Company and its Restricted Subsidiaries, as soon 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 reasonably available 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 yearyear of the Company, but in no event later than 120 days following duplicate copies of, a consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of its fiscal such year, consolidated statements of operations, stockholders'equity and cash flows of the Company and its audited consolidated financial statements without qualification includingSubsidiaries for such year, at and a minimum, a condensed consolidating balance sheet, and condensed consolidating statements of income operations and stockholders' equity and a statement of cash flows of the Company and its Subsidiaries setting forth, in each case, consolidating information sufficient to show the financial position and results of operations and cash flows of the Company and the Restricted Subsidiaries, setting forth in each case in comparative form the figures for such the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by in the case of which shall have been reported by the financial statements identified in the foregoing clauses (i) and (ii), 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 which shall be their results of operations and cash flows and have been prepared in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably availableGAAP, its consolidated financial statements for and that the immediately preceding calendar month, all examination of such accountants in connection with such financial statements to be certified by has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the Chief Financial Officer 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 Chief Accounting Officer 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 Borrower. Such monthly financial statements existence thereof (it being understood that such accountants shall include a balance sheet 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 statements of income. Notwithstanding the foregoing, in the event applicable regulations of filed with the Securities and Exchange Commission prohibit Commission, together with the disclosure of monthly financial statements the Borrower accountants'certificates described in clauses (A) and (B) above, shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees deemed to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with satisfy the requirements of Sections 5.5this Section 7.1(b); SEC and Other Reports -- promptly upon their becoming available, 5.6 and 5.7 on one copy of each financial statement, report, notice or proxy statement sent by the date of such financial statements and (ii) stating, Company or any Restricted Subsidiary to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been givenpublic securities holders generally, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.

Financial and Business Information. The Borrower will furnish Deliver to UMB as soon as reasonably available the Bank: (a) Within forty-five (45) days after the end close of each fiscal year, but in no event later than 120 days following of the end first three Fiscal Quarters of its fiscal year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for such fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer Fiscal Year of the Borrower. Such monthly financial statements shall include , a consolidated balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives 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 discuss audit and year-end adjustments, and certified by the business Borrower’s president or chief financial officer to be true and financial condition 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. Within 30 days after he end Subsidiaries as of each calendar month, the close of such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower will furnish and its Subsidiaries for the Fiscal Year then ended, including the notes to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower each, all in the form of Exhibit B attached hereto (i) reasonable detail setting forth in reasonable detail comparative form the calculations required corresponding figures for the preceding Fiscal Year, prepared by an independent certified public accountant reasonably acceptable to establish whether 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 was in compliance or its Subsidiaries or with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, respect to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which accounting principles followed by the Borrower is taking or proposes to take its Subsidiaries not in accordance with respect thereto.GAAP;

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB each holder of Notes that is an Institutional Investor: Quarterly Statements - within 60 days (or such shorter period as soon is 15 days greater than the period applicable to the filing of the Company's Quarterly Report on Form 10-Q (the "Form 10-Q") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, a consolidated balance sheet of the Company and its Subsidiaries as reasonably at the end of such quarter, a consolidated schedule of investments of the Company and its Subsidiaries as at the end of such 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 changes in net assets and cash flows of the Company and its Subsidiaries for the portion of the fiscal 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, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC together with the Quarterly Schedule of Investments to the extent not included in such Form 10-Q shall be deemed to satisfy the requirements of this Section 7.1(a), 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 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 notice 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 (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal yearyear of the Company, but in no event later than 120 days following duplicate copies of, a consolidated balance sheet of the Company and its Subsidiaries as at the end of its fiscal such year, a consolidated schedule of investments of the Company and its audited Subsidiaries as at the end of such year (the "Annual Schedule of Investments"), and consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income operations, changes in net assets and stockholders' equity and a statement of cash flows of the Company and its Subsidiaries for such year, setting forth, in the case of clauses (1) and (3) of this Section 7.1(b), in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of which shall have been reported by independent certified public accountants of recognized national standing or other independent certified public accountants reasonably acceptable to the Required Holders, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and which shall be their results of operations and cash flows and have been prepared in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably availableGAAP, its consolidated financial statements for and that the immediately preceding calendar month, all examination of such accountants in connection with such financial statements to be certified by has been made in accordance with the Chief Financial Officer or Chief Accounting Officer applicable standards of the Borrower. Such monthly financial statements shall include Public Company Accounting Oversight Board (United States), and that such audit provides a balance sheet and statements of income. Notwithstanding the foregoing, reasonable basis for such opinion in the event applicable regulations circumstances, provided that the delivery within the time period specified above of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements Company's Form 10-K for such fiscal year prepared in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance accordance with the requirements therefor and filed with the SEC together with the Annual Schedule of Sections 5.5Investments to the extent not included in such Form 10-K, 5.6 and 5.7 on shall be deemed to satisfy the date 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 statements 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 (ii2) statingeach 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 best 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 his such reports and other information if it shall have timely made Electronic Delivery thereof or her knowledge made available such reports and belief after due inquiry and review 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 BorrowerNotes, which may include notice by electronic mail to each such holder's books and recordse-mail address specified for such communications in Schedule A, whether there exists on 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 date Company in writing, of such certificate any Event Electronic Delivery or the availability of Default, regardless of whether any required such reports and other information on IntraLinks® or such other similar service (such availability and notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes being referred to take with respect thereto.as "Electronic Notification");

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB as soon as reasonably available each holder of Notes that is an Institutional Investor: (a) Quarterly Statements within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), but in no event later than 120 days following duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of its fiscal yearsuch quarter, its audited and (ii) consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholdersincome, changes in shareholders' equity and a statement of cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied. The Borrower will furnish GAAP applicable to UMB for each calendar month as soon as reasonably available, its consolidated quarterly financial statements for the immediately preceding calendar monthgenerally, all such financial statements to be and certified by the Chief a Senior Financial Officer or Chief Accounting Officer as fairly presenting, in all material respects, the financial position of the Borrower. Such monthly financial statements shall include a balance sheet companies being reported on and statements their results of income. Notwithstanding operations and cash flows, subject to changes resulting from year-end adjustments; provided that delivery within the foregoing, time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the event applicable regulations of requirements therefor and filed with the Securities and Exchange Commission prohibit shall be deemed to satisfy all of the disclosure requirements of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 this Section 7.1(a); (b) Annual Statements within 105 days following after the end of 19 each calendar quarter fiscal year of the Borrower. The Borrower further agrees to at all times keep accurate and complete records Company, duplicate copies of, (i) a consolidated balance sheet of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its Company and its Subsidiaries' financial condition , as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of at the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar monthsuch year, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) statingconsolidated statements of income, to the best of his or her knowledge changes in shareholders' equity and belief after due inquiry and review cash flows of the Borrower's books Company and recordsits Subsidiaries, whether there exists on for such year, setting forth in each case in comparative form the date figures for the previous fiscal year, all in reasonable detail, prepared 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, regardless of whether any required notice has been given, 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 existsunless 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), setting forth provided that the details 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 action which the Borrower 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. The Borrower will furnish Company shall deliver to UMB Prudential and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- as soon as reasonably available and in any event within forty-five (45) calendar days after the end of each of the first three (3) fiscal quarters in each fiscal year of the Company, financial statements of the Company, consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statements of income, stockholders' equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by a Senior Financial Officer of the Company as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year; (b) Annual Statements -- as soon as available and in any event within ninety (90) days after the end of each fiscal yearyear of the Company, but in no event later than 120 days following financial statements of the Company consisting of a consolidated balance sheet as of the end of its such fiscal year, its audited and related consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and income, stockholders' equity and a statement of cash flows for such the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, all and certified by a firm of which shall have been reported by independent certified public accountants and of nationally recognized standing selected by the Company, which certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish the method used to UMB for each calendar month prepare the financial statements as soon as reasonably availableto which such accountants concur, its and provided that to the extent the components of such consolidated financial statements for relating to a prior fiscal period are separately audited by different independent public accounting firms, the immediately preceding calendar month, all audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to be certified by such components) and shall not indicate the Chief Financial Officer occurrence or Chief Accounting Officer existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Obligor under any of the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto Financing Documents; (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.c)

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB each holder of a Note that is an Institutional Investor: (a) Quarterly 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-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, 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, 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; (b) Annual Statements — as soon as reasonably available and in any event within 90 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearyear of the Company, but in no event later than 120 days following duplicate copies of (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of its fiscal such year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for such fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer of the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.

Financial and Business Information. The So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower will furnish shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, deliver to UMB as the Administrative Agent and the Banks, at Borrower's sole expense: (a) As soon as reasonably available practicable, and in any event within 60 days after the end of each fiscal yearFiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), but in no event later than 120 days following (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 fiscal year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for the portion of the Fiscal Year ended with such fiscal yearFiscal 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 have been reported 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 certified public accountants of recognized standing selected by Borrower and which reasonably satisfactory to the Requisxxx Xxnxx, xxxxh report and opinion shall be prepared in conformity accordance with generally accepted accounting principles consistently appliedauditing 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. The Borrower will furnish Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pursuant to UMB for each calendar month as soon as reasonably available, its consolidated financial statements generally accepted auditing standards necessary for the immediately preceding calendar month, all 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 be certified 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 Chief Financial Officer or Chief Accounting Officer 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 Borrower. Such monthly financial statements shall include a next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheet sheets, statement of operations and statements of income. Notwithstanding cash flow and, for the foregoingremaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event (i) within 30 days after the end of the first three Fiscal Quarters in each Fiscal Year, and (ii) 60 days after the end of the fourth Fiscal Quarter in each Fiscal Year, a written report, in form and detail mutually acceptable to Borrower and the event applicable regulations Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of development of each New Venture Entity, including the amounts of Capital Expenditures and Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission prohibit under Sections 13 or 15(d) of the disclosure Securities Exchange Act of monthly financial statements 1934 and not otherwise required to be delivered to the Borrower shall provide UMB with quarterly financial statements in Banks pursuant to other provisions of this Section; (h) Promptly after the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter are available, copies of the Borrower. The Borrower further agrees Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to at all times keep accurate and complete records Bor- rower or any of its financial condition and 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 assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto ; (i) setting forth 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 reasonable detail any event within five (5) Banking Days after becoming aware, of the calculations required to establish whether the Borrower was occurrence of any (i) "reportable event" (as such term is defined in compliance with the requirements Section 4043 of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and ERISA) or (ii) stating, to the best "prohibited transaction" (as such term is defined in Section 406 of his ERISA or her knowledge and belief after due inquiry and review Section 4975 of the Borrower's books and recordsCode) in connection with any Pension Plan or any trust created thereunder, whether there exists on telephonic notice specifying the date of such certificate any Event of Default, regardless of whether any required notice has been givennature thereof, and, if any Event of Default existsno more than five (5) Banking Days after such telephonic notice, setting forth written notice again specifying the details nature thereof and the specifying what action which the 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 Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the 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 time may be reasonably requested by any Creditor through the Administrative Agent. 7.2

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB each holder of Notes that is an Institutional Investor: (a) Quarterly Statements _ within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), a copy of, (i) a consolidated balance sheet of the Company and its Subsidiaries as soon at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP (except as reasonably available noted therein) applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; (b) Annual Statements _ within 105 days after the end of each fiscal yearyear of the Company, but in no event later than 120 days following a copy of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of its fiscal such year, its audited and (ii) consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholdersincome, changes in shareholders' equity and a statement of 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 which shall have been reported by 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 which shall be their results of operations and cash flows and have been prepared in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably availableGAAP, its consolidated financial statements for and that the immediately preceding calendar month, all examination of such accountants in connection with such financial statements to be certified has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (c) SEC and Other Reports _ promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Chief Financial Officer Company or Chief Accounting Officer of any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of Company or any Subsidiary with the Securities and Exchange Commission prohibit the disclosure Commission; (d) Notice of monthly financial statements the Borrower shall provide UMB with quarterly financial statements Default or Event of Default _ promptly, and in the same form as would otherwise be required for monthly financial statements no later than 45 any event within five days following the end of each calendar quarter after a Responsible Officer becoming aware of the Borrower. The Borrower further agrees to at all times keep accurate and complete records existence of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity any Default or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless a written notice specifying the nature and period of whether any required notice has been given, and, if any Event of Default exists, setting forth the details existence thereof and what action the action which the Borrower 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, would reasonably be expected to have a Material Adverse Effect; and (f) Requested Information _ with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its oblig ations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes. .

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB as soon as reasonably each holder of Notes that is an Institutional Investor (and for purposes of this Agreement the information required by this Section 7.1 shall be deemed delivered on the date of delivery of such information or in the case of any such information being filed on SEDAR or XXXXX the date on which notice of such filing is provided to such holders of Notes): (a) Interim Statements -- promptly after the same are available and in any event within 60 days after the end of each fiscal yearof the first three Fiscal Quarters of each Fiscal Year, but in no event later than 120 days following duplicate copies of (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of its fiscal year, its audited such period; and 15 (ii) consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholdersoperations, shareholders' equity and a statement of cash flows of the Company and its Subsidiaries, for such fiscal yearperiod 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 (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 of which shall have been reported by independent certified public accountants and which shall be in conformity reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied. The Borrower will furnish GAAP applicable to UMB for each calendar month as soon as reasonably available, its consolidated interim financial statements for the immediately preceding calendar monthgenerally, all such financial statements to be and certified by the Chief a Senior Financial Officer or Chief Accounting Officer as fairly presenting, in all material respects, the financial position of the Borrower. Such monthly financial statements shall include a balance sheet companies being reported on and statements their results of income. Notwithstanding the foregoingoperations and cash flows, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in subject to changes resulting from year-end adjustments; (b) Annual Statements -- promptly after the same form as would otherwise be required for monthly financial statements no later than 45 are available and in any event within 120 days following after the end of each calendar quarter Fiscal Year, duplicate copies of (i) a consolidated balance sheet of the Borrower. The Borrower further agrees to Company and its Subsidiaries as at the end of such year; (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such year; and setting forth in each case in comparative form the figures for the previous Fiscal Year, all times keep accurate and complete records of its financial condition and of its assetsin reasonable detail, prepared in accordance with GAAP, and it agrees accompanied by an opinion thereon of independent chartered accountants of recognized international standing, which opinion shall state that it will furnish to UMBsuch consolidated financial statements present fairly, at in all material respects, the Borrower's expense, from time to time such other and further information regarding its financial position of the Company and its Subsidiaries' financial condition as UMB may reasonably request, including upon and the results of their operations and their cash flows in accordance with GAAP, and that the examination of such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet accountants in connection with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been givenmade in accordance with generally accepted auditing standards, and, if any Event of Default exists, setting forth and that such audit provides a reasonable basis for such opinion in the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.circumstances; (c)

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB each Purchaser and each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as soon is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as reasonably available at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with SEC requirements applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s 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); (b) Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearyear of the Company, but in no event later than 120 days following duplicate copies of (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of its fiscal such year, its audited consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' equity and a statement of cash flows for such fiscal year, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to be certified by the Chief Financial Officer or Chief Accounting Officer of the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the foregoing, in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.5, 5.6 and 5.7 on the date of such financial statements and (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.

Financial and Business Information. The Borrower will furnish Company shall deliver to UMB each Purchaser and each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), copies of (1) a consolidated balance sheet of the Company and its Subsidiaries as soon at the end of such quarter, and (2) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as reasonably fairly presenting, in all material respects, the financial 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 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 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 available 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) Annual Statements — within 105 days after the end of each fiscal yearyear of the Company, but in no event later than 120 days following copies of (1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of its fiscal such year, its audited and (2) consolidated financial statements without qualification including, at a minimum, a balance sheet, statements of income and stockholders' income, changes in shareholders’ equity and a statement of 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 public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation and shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been reported by independent certified public accountants and which shall be prepared in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably availableGAAP, its consolidated financial statements for and that the immediately preceding calendar month, all examination of such accountants in connection with such financial statements to be certified by has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the Chief Financial Officer or Chief Accounting Officer circumstances, provided that the delivery within the time period specified above of the Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding Company’s Annual Report on Form 10-K for such fiscal year (together with the foregoingCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in the event applicable regulations of the Securities and Exchange Commission prohibit the disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for monthly financial statements no later than 45 days following the end of each calendar quarter of the Borrower. The Borrower further agrees to at all times keep accurate and complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each calendar month, the Borrower will furnish to UMB a certificate of the Chief Financial Officer or the Chief Accounting Officer of the Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of Sections 5.5this Section 7.1(b), 5.6 and 5.7 on provided further, that the date Company shall be deemed to have made such delivery of such financial statements and Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof; (ii) stating, to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, whether there exists on the date of such certificate any Event of Default, regardless of whether any required notice has been given, and, if any Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.c)