Common use of Financial Information, Reports, Notices, etc Clause in Contracts

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, together with comparable information adjusted to reflect any changes at the close of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion of the previous Fiscal Year in each case certified as correct by a Financial Officer as fairly presenting the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period then ended; (b) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of the Borrower, a copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and consolidated statements of cash flow of the Borrower and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by Deloitte & Touche or other independent public accountants reasonably acceptable to the Agent and the Required Lenders, together with a certificate from such accountants containing a computation of, and showing compliance with, each of the financial ratios contained in Section 7.2.4 and to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of Default, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officer; (c) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter, a Compliance Certificate, executed by a Financial Officer, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) compliance with the financial covenants set forth in Section 7.2.4; (e) as soon as possible and in any event within three (3) Business Days after the occurrence of each Default, Event of Default or event which would reasonably be expected to result in a Material Adverse Effect, a statement of an Authorized Officer of the Borrower setting forth reasonably detailed information regarding such Default, Event of Default, or event and the action which the Borrower has taken and proposes to take with respect thereto; (f) as soon as possible and in any event within ten (10) days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.7, notice thereof by an Authorized Officer of the Borrower and copies of all documentation relating thereto; (g) promptly after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or any of its Subsidiaries sends to its security holders generally, (ii) all reports, financial statements and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any securities exchange, except that the Borrower shall not be required to deliver any of the foregoing which has previously been delivered hereunder and (iii) all default notices or notices of a "Cash Dominion Event" (as defined in the Existing Credit Agreement) delivered by the Borrower or any of its Subsidiaries to the agent under the Existing Credit Agreement to the extent not otherwise required to be delivered pursuant to this Section 7.1.1; (h) promptly upon becoming aware of any events which would give rise to a mandatory prepayment under clause (b) of Section 3.1.2.; (i) all such notices and documents required to be delivered pursuant to the Security Agreement, including, pursuant to Section 4.1.6 thereof; (j) promptly notify the Agent in writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or which would result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as possible and in any event within three (3) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (n) as soon as available, but in any event not later than forty-five (45) days after the end of each Fiscal Quarter or more frequently as the Agent may request, but no more frequently than monthly, in form and substance reasonably satisfactory to the Agent, in each case certified by a Financial Officer of the Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale of any assets at such store location as the Agent may from time to time reasonably request); (o) such budgets, forecasts, projections and other information respecting the Collateral and the businesses of the Borrower and the Guarantors, as the Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of the Borrower and the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver to the Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writing; and (p) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. SECTION 7.1.2

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow flows of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, together with comparable information adjusted to reflect any changes at certified by the close of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion chief accounting or financial Authorized Officer of the previous Fiscal Year in each case certified as correct by a Financial Officer as fairly presenting the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period then endedBorrower; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal Year of the Borrower, a complete copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and consolidated statements of cash flow flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by Deloitte & Touche Xxxxxx Xxxxxxxx LLP or other independent public accountants selected by the Borrower and reasonably acceptable to the Agent and the Required Lenders, together with a certificate from such accountants (i) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4 and (ii) containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements and to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of DefaultDefault and the steps, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory if any, being taken to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officercure it; (c) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) 45 days after the end of each Fiscal Quarter, a Compliance Certificatecertificate, executed by a Financial Officerthe chief accounting or financial Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) (i) compliance with the financial covenants set forth in Section 7.2.47.2.4 and (ii) containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements; (ed) as soon as possible and in any event within three (3) Business Days after forthwith upon the occurrence of each Default, Event of Default or event which would reasonably be expected to result in a Material Adverse Effect, a statement of an the chief accounting or financial Authorized Officer of the Borrower setting forth reasonably detailed information regarding details of such Default, Event of Default, or event Default and the action which the Borrower has taken and proposes to take with respect thereto; (fe) as soon as possible and in any event within ten (10) three days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 6.7, or (ii) the commencement of any labor controversy, litigation, action, action or proceeding of the type described in Section 6.7, notice thereof by an Authorized Officer of the Borrower and copies of all documentation relating thereto; (gf) promptly after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or sends to any of its Subsidiaries sends to its security holders generallysecurityholders, (ii) and all reports, financial statements reports and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange, except that the Borrower shall not be required to deliver any ; (g) immediately upon becoming aware of the foregoing which has previously been delivered hereunder and (iii) all default notices or notices institution of a "Cash Dominion Event" (as defined in the Existing Credit Agreement) delivered any steps by the Borrower or any of its Subsidiaries other Person to terminate any Pension Plan, or the agent under the Existing Credit Agreement failure to the extent not otherwise make a required contribution to be delivered pursuant any Pension Plan, if such failure is sufficient to this Section 7.1.1; (h) promptly upon becoming aware of any events which would give rise to a mandatory prepayment Lien under clause (bsection 302(f) of Section 3.1.2.; (i) all such notices and documents required ERISA, or the taking of any action with respect to be delivered pursuant a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the Security AgreementPBGC or such Pension Plan, including, pursuant or the occurrence of any event with respect to Section 4.1.6 thereof; (j) promptly notify the Agent in writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or Pension Plan which would could result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year (including a projected consolidated balance sheet of incurrence by the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as possible and liability, fine or penalty, or any material increase in any event within three (3) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in contingent liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (n) as soon as available, but in any event not later than forty-five (45) days after the end of each Fiscal Quarter or more frequently as the Agent may request, but no more frequently than monthly, in form and substance reasonably satisfactory to the Agent, in each case certified by a Financial Officer of the Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale of any assets at such store location as the Agent may from time to time reasonably request); (o) such budgetspost-retirement Welfare Plan benefit, forecasts, projections notice thereof and other information respecting the Collateral and the businesses of the Borrower and the Guarantors, as the Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of the Borrower and the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver to the Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writingall documentation relating thereto; and (ph) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. SECTION 7.1.2.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information: (a) as soon as practicable, but in any event within 60 days after the end of each of the first three quarterly fiscal periods in each Fiscal Year of the Borrower beginning with the fiscal period ending December 31, 1996, consolidated (and to the extent that such are being prepared, consolidating) balance sheets of the Borrower and the Restricted Subsidiaries as at the end of such period and the related consolidated (and, as to statements of income and cash flows, if applicable and to the extent that such are being prepared, consolidating) statements of income, surplus or partners' capital, cash flows and stockholders' equity of the Borrower and the Restricted Subsidiaries (i) for such period and (ii) (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case (except in the case of financial statements with respect to any quarter prior to the quarter ending December 31, 1997) in comparative form the consolidated and, where applicable and as appropriate, consolidating figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and 65 certified by an authorized financial officer of the Managing General Partner as presenting fairly, in all material respects, the information contained therein (subject to changes resulting from normal year-end adjustments), in accordance with GAAP applied on a basis consistent with prior fiscal periods, provided that delivery within the time period specified above of copies of the Public Partnership'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 hereof to the extent such reports otherwise satisfy such requirements; (b) as soon as practicable but in any event within 120 days after the end of each Fiscal Year of the Borrower beginning with the Fiscal Year ending June 30, 1997 consolidated (and to the extent that such are being prepared, consolidating) balance sheets of the Borrower and the Restricted Subsidiaries as at the end of such year and the related consolidated (and, as to statements of income and cash flows, if applicable and to the extent that such are being prepared, consolidating) statements of income, partners' capital, cash flows and stockholders' equity of the Borrower and the Restricted Subsidiaries for such Fiscal Year, setting forth in each case (except in the case of the financial statements with respect to the Fiscal Year of the Borrower ending June 30, 1997)in comparative form the consolidated and, where applicable and to the extent that such are being prepared, consolidating figures for the previous Fiscal Year, all in reasonable detail, provided that delivery within the time period specified above of copies of the Public Partnership's annual report on Form 10-K prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements hereof to the extent such reports otherwise satisfy such requirements, and accompanied by a report thereon of Xxxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing selected by the Borrower, which report shall state that such consolidated financial statements present fairly in all material respects the financial position of the Borrower and the Restricted Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with GAAP; (c) as soon as available and in any event within forty-five (45) 60 days after the end of each of the first three Fiscal Quarters of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, together with comparable information adjusted to reflect any changes at the close of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion of the previous Fiscal Year in each case certified as correct by a Financial Officer as fairly presenting the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period then ended; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal Year of the BorrowerYear, a copy of certificate, executed by the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets chief financial Authorized Officer of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and consolidated statements of cash flow of the Borrower and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by Deloitte & Touche or other independent public accountants reasonably acceptable to the Agent and the Required Lenders, together with a certificate from such accountants containing a computation of, and showing compliance with, each of the financial ratios contained in Section 7.2.4 and to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of Default, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officer; (c) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter, a Compliance Certificate, executed by a Financial OfficerManaging General Partner, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) compliance with the financial 66 326 covenants set forth in Section 7.2.4SECTION 8.2.4 and such other information as may reasonably be requested by the Agent and stating that no Event of Default exists, or, if any Event of Default exists, stating the nature and status thereof; (d) promptly upon receipt thereof, copies of all reports, management letters and other detailed information (if any) prepared with respect to the Borrower or any Subsidiary by any independent public accountant in connection with each annual or interim audit of such Person; (e) as soon as possible and in any event within three (3) Business Days after knowledge of the occurrence of each Default, Event of Default or event which would reasonably be expected to result in a Material Adverse Effect, a statement of an the chief financial Authorized Officer of the Borrower setting forth reasonably detailed information regarding details of such Default, Event of Default, or event Default and the action which the Borrower has taken and proposes propose to take with respect thereto; (f) as soon as possible and in any event within ten (10) days three Business Days after (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 SECTION 7.7 or (iiy) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.7SECTION 7.7, notice thereof by an Authorized Officer of the Borrower and copies of all documentation relating thereto; (g) promptly within five Business Days after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or any of its Subsidiaries sends to its security holders generally, (ii) all reports, financial registration statements and registration statements prospectuses which either the Borrower Borrower, the Managing General Partner or any of its Subsidiaries the Public Partnership files with the Securities and Exchange Commission or any national securities exchange, except that the Borrower shall not be required to deliver any ; (h) immediately upon becoming aware of the foregoing which has previously been delivered hereunder and (iii) all default notices or notices institution of a "Cash Dominion Event" (as defined in the Existing Credit Agreement) delivered any steps by the Borrower or any of its Subsidiaries other Person to terminate any Pension Plan, or the agent under the Existing Credit Agreement failure to the extent not otherwise make a required contribution to be delivered pursuant any Pension Plan if such failure is sufficient to this Section 7.1.1; (h) promptly upon becoming aware of any events which would give rise to a mandatory prepayment Lien under clause (bsection 302(f) of Section 3.1.2.; (i) all such notices and documents required ERISA, or the taking of any action with respect to be delivered pursuant a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the Security AgreementPBGC or such Pension Plan, including, pursuant or the occurrence of any event with respect to Section 4.1.6 thereof; (j) promptly notify the Agent in writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or Pension Plan which would could result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year (including a projected consolidated balance sheet of incurrence by the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as possible and liability, fine or penalty, or any material increase in any event within three (3) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in contingent liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (n) as soon as available, but in any event not later than forty-five (45) days after the end of each Fiscal Quarter or more frequently as the Agent may request, but no more frequently than monthly, in form and substance reasonably satisfactory to the Agent, in each case certified by a Financial Officer of the Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale any post-retirement Welfare Plan benefit, notice thereof and copies of any assets at such store location as the Agent may from time to time reasonably request); (o) such budgets, forecasts, projections and other information respecting the Collateral and the businesses of the Borrower and the Guarantors, as the Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement all documentation relating thereto or any other information relating to the businesses of the Borrower and the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver to the Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writing; and (p) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of assertion against the Borrower or any Subsidiary or any member of its Subsidiaries the Controlled Group of withdrawal liability of any Multiemployer Plan; and (i) within 60 Business Days after each Fiscal Quarter end, a certificate setting forth the net proceeds from Asset Dispositions, the application of such proceeds as any Lender through the Agent may from time to time reasonably request. SECTION 7.1.2permitted under 67 327

Financial Information, Reports, Notices, etc. The -------------------------------------------- Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow flows of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, together with comparable information adjusted to reflect any changes at certified by the close of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion chief accounting or financial Authorized Officer of the previous Fiscal Year in each case certified as correct by a Financial Officer as fairly presenting the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period then endedBorrower; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal Year of the Borrower, a complete copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and consolidated statements of cash flow flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by Deloitte Xxxxxx Xxxxxxxx & Touche Co. or other independent public accountants selected by the Borrower and reasonably acceptable to the Agent and the Required Lenders, together with a certificate from such accountants (i) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4 and (ii) containing a computation of the Consolidated Interest ------------- Coverage Ratio (as defined in the Indenture) as of the date of such statements and to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of DefaultDefault and the steps, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory if any, being taken to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officercure it; (c) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) 45 days after the end of each Fiscal Quarter, a Compliance Certificatecertificate, executed by a Financial Officerthe chief accounting or financial Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) (i) compliance with the financial covenants set forth in Section 7.2.47.2.4 and (ii) ------------- containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements; (ed) as soon as possible and in any event within three (3) Business Days after forthwith upon the occurrence of each Default, Event of Default or event which would reasonably be expected to result in a Material Adverse Effect, a statement of an the chief accounting or financial Authorized Officer of the Borrower setting forth reasonably detailed information regarding details of such Default, Event of Default, or event Default and the action which the Borrower has taken and proposes to take with respect thereto; (fe) as soon as possible and in any event within ten (10) three days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 6.7, or (ii) the ----------- commencement of any labor controversy, litigation, action, action or proceeding of the type described in Section 6.7, notice thereof by an Authorized Officer of the Borrower and copies of ----------- all documentation relating thereto; (gf) promptly after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or sends to any of its Subsidiaries sends to its security holders generallysecurityholders, (ii) and all reports, financial statements reports and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange, except that the Borrower shall not be required to deliver any ; (g) immediately upon becoming aware of the foregoing which has previously been delivered hereunder and (iii) all default notices or notices institution of a "Cash Dominion Event" (as defined in the Existing Credit Agreement) delivered any steps by the Borrower or any of its Subsidiaries other Person to terminate any Pension Plan, or the agent under the Existing Credit Agreement failure to the extent not otherwise make a required contribution to be delivered pursuant any Pension Plan, if such failure is sufficient to this Section 7.1.1; (h) promptly upon becoming aware of any events which would give rise to a mandatory prepayment Lien under clause (bsection 302(f) of Section 3.1.2.; (i) all such notices and documents required ERISA, or the taking of any action with respect to be delivered pursuant a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the Security AgreementPBGC or such Pension Plan, including, pursuant or the occurrence of any event with respect to Section 4.1.6 thereof; (j) promptly notify the Agent in writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or Pension Plan which would could result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year (including a projected consolidated balance sheet of incurrence by the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as possible and liability, fine or penalty, or any material increase in any event within three (3) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in contingent liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (n) as soon as available, but in any event not later than forty-five (45) days after the end of each Fiscal Quarter or more frequently as the Agent may request, but no more frequently than monthly, in form and substance reasonably satisfactory to the Agent, in each case certified by a Financial Officer of the Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale of any assets at such store location as the Agent may from time to time reasonably request); (o) such budgetspost-retirement Welfare Plan benefit, forecasts, projections notice thereof and other information respecting the Collateral and the businesses of the Borrower and the Guarantors, as the Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of the Borrower and the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver to the Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writingall documentation relating thereto; and (ph) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. SECTION 7.1.2.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, together with comparable information adjusted to reflect any changes at the close of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion of the previous Fiscal Year in each case certified as correct by a Financial Officer as fairly presenting the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period then ended; (b) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of the Borrower, a copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and consolidated statements of cash flow of the Borrower and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by Deloitte & Touche or other independent public accountants reasonably acceptable to the Agent and the Required Lenders, together with a certificate from such accountants containing a computation of, and showing compliance with, each of the financial ratios contained in Section 7.2.4 and to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of Default, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officer; (c) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter, a Compliance Certificate, executed by a Financial Officer, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) compliance with the financial covenants set forth in Section 7.2.4; (e) as soon as possible and in any event within three (3) Business Days after the occurrence of each Default, Event of Default or event which would reasonably be expected to result in a Material Adverse Effect, a statement of an Authorized Officer of the Borrower setting forth reasonably detailed information regarding such Default, Event of Default, or event and the action which the Borrower has taken and proposes to take with respect thereto; (f) as soon as possible and in any event within ten (10) days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.7, notice thereof by an Authorized Officer of the Borrower and copies of all documentation relating thereto; (g) promptly after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or any of its Subsidiaries sends to its security holders generally, (ii) all reports, financial statements and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any securities exchange, except that the Borrower shall not be required to deliver any of the foregoing which has previously been delivered hereunder and (iii) all default notices or notices of a "Cash Dominion Event" (as defined in the Existing Credit Agreement) delivered by the Borrower or any of its Subsidiaries to the agent under the Existing Credit Agreement to the extent not otherwise required to be delivered pursuant to this Section 7.1.1; (h) promptly upon becoming aware of any events which would give rise to a mandatory prepayment under clause (b) of Section 3.1.2.; (i) all such notices and documents required to be delivered pursuant to the Security Agreement, including, pursuant to Section 4.1.6 thereof; (j) promptly notify the Agent in writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or which would result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year distribution to the Lenders by posting to the Platform in compliance with Section 13.3(d): (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as possible and in any event within three (3) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (na) as soon as available, but in any event not no later than forty-five (45) days after the end last day of each Fiscal Quarter or more frequently for the first three Fiscal Quarters of the Borrower in any fiscal year (which date shall be automatically extended for a period not to exceed ten (10) Business Days, if and to the extent of any initial extension granted by SEC for 10-Q reporting for such period), a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Loan Parties’ and their Subsidiaries consolidated operations during the period, prepared under GAAP in all material respects (subject to normal year-end adjustments and the absence of footnote disclosures), consistently applied, setting forth in comparative form the corresponding figures as at the Agent may requestend of the corresponding Fiscal Quarter of the previous fiscal year, all in reasonable detail, certified by an Authorized Officer and, if other than in the form required by the SEC, in a form reasonably acceptable to Agent; (b) as soon as available, but no more frequently later than monthlyninety (90) days after the last day of Borrower’s fiscal year (which date shall be automatically extended for a period not to exceed ten (10) Business Days, in form if and substance reasonably satisfactory to the Agentextent of any initial extension granted by SEC for 10-K reporting for such period), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from a “big four” firm, or another independent certified public accounting firm acceptable to the Required Lenders (and if other than a “big four” firm, is acceptable to Agent in each case certified its reasonable discretion); provided, that, any such opinion may have a going concern qualification based solely on (i) the upcoming maturity date of the Obligations under this Agreement occurring within 12 months of the date of such audit or (ii) a determination that any Loan Party has less than 12 months liquidity; (c) within five (5) Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Loan Parties’ security holders or to any holders of Junior Indebtedness and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of Borrower are traded and/or the SEC; (d) a Financial Officer prompt written report of any material legal actions pending or threatened in writing against any Loan Party or any of its Subsidiaries, which would require disclosure with the next periodic report of the Borrower as true and correct: with the SEC (or in a Form 8-K); (e) prompt written notice of (i) a statement confirming an event that materially and adversely affects the payment value of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end any Material Intellectual Property or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses occurrence of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information any event with respect to the sale of any property or assets at such store location as the Agent may from time to time reasonably request); (o) such budgets, forecasts, projections and other information respecting the Collateral and the businesses of the Borrower and the Guarantors, as the Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of the Borrower and the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver to the Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writing; and (p) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through resulting in a material Loss, which notice shall include whether such Loss is covered by insurance or if the Agent may from time to time reasonably request. SECTION 7.1.2insurance carrier has disclaimed coverage of such Loss;

Financial Information, Reports, Notices, etc. The Borrower will furnish, furnish or will cause to be furnished, furnished to each the Lender and the Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within forty-five sixty (4560) days after the end of each of the first three Fiscal Quarters of the Borrowereach Fiscal Year, an unaudited consolidated balance sheets sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, together with comparable information adjusted to reflect any changes at and including (in each case), in comparative form the close of and figures for the corresponding Fiscal Quarter for in, and year to date portion of, the prior immediately preceding Fiscal Year Year, certified as complete and for correct by the corresponding portion chief financial or accounting Authorized Officer of the previous Fiscal Year in each case certified as correct by a Financial Officer as fairly presenting the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period then endedBorrower; (b) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of the BorrowerYear, a copy of the annual audit report for such Fiscal Year for consolidated balance sheet of the Borrower and its Subsidiaries, including therein consolidated balance sheets of and the Borrower and its Subsidiaries as of the end of such Fiscal Year and related consolidated statements of earnings stockholders’ equity and cash flow and the consolidated statements of cash flow income of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case certified comparative form the figures for the immediately preceding Fiscal Year, audited (without any Impermissible Qualification) by Deloitte & Touche or other independent public accountants reasonably acceptable to the Agent and the Required LendersLender, together with a certificate from such accountants containing a computation of, and showing compliance with, each of the financial ratios contained in Section 7.2.4 and to the effect stating that, in making performing the examination necessary for to deliver the signing audited financial statements of such annual report by such accountantsthe Borrower, they have not become aware no knowledge was obtained of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of Default, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officer; (c) concurrently with the delivery of the financial statements information pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter, a Compliance Certificate, executed by a Financial Officerthe chief executive, financial or accounting Authorized Officer of the Borrower, (i) showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) compliance with the financial covenants set forth in Section 7.2.48.4, (ii) stating that no Default or Event of Default has occurred and is continuing (or, if a Default or Event of Default has occurred, specifying the details of such Default or Event of Default and the action that the Borrower has taken or proposes to take with respect thereto) and (iii) showing the outstanding balance of all Revolving Loans as of the applicable Fiscal Quarter; (e) as soon as possible and in any event within three five (35) Business Days days after the Borrower or any of its Subsidiaries obtains knowledge of the occurrence of each Default, a Default or Event of Default or event which would reasonably be expected to result in a Material Adverse EffectDefault, a statement of an the chief executive, financial or accounting Authorized Officer of the Borrower setting forth reasonably detailed information regarding details of such Default, Default of Event of Default, or event Default and the action which the Borrower has taken and proposes to take with respect thereto; (f) as soon as possible and in any event within ten five (105) days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, proceeding or labor controversy described in Section Item 6.7 of the Disclosure Schedule or (ii) the commencement of any labor controversy, litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice thereof by an Authorized Officer of and, to the Borrower and extent the Lender requests, copies of all documentation relating thereto; (g) promptly after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or any of its Subsidiaries sends to its security holders generally, (ii) all reports, financial statements notices, prospectuses and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission SEC or any national securities exchange, except that ; immediately upon becoming aware of (i) the Borrower shall not be required to deliver institution of any of the foregoing which has previously been delivered hereunder and (iii) all default notices or notices of a "Cash Dominion Event" (as defined in the Existing Credit Agreement) delivered steps by the Borrower or any of its Subsidiaries other Person to terminate any Pension Plan, (ii) the agent under the Existing Credit Agreement failure to the extent not otherwise make a required contribution to be delivered pursuant any Pension Plan if such failure is sufficient to this Section 7.1.1; (h) promptly upon becoming aware of any events which would give rise to a mandatory prepayment Lien under Section 302(f) of ERISA, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto; promptly upon receipt thereof from the Borrower’s audit committee, copies of all “management letters” submitted to the Borrower by the independent public accountants referred to in clause (b) of Section 3.1.2.in connection with each audit made by such accountants; (i) all such notices and documents required to be delivered pursuant to the Security Agreement, including, pursuant to Section 4.1.6 thereof; (j) promptly notify the Agent in writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or which would result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as possible available and in any event within three fifteen (3) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (n) as soon as available, but in any event not later than forty-five (4515) days after the end of each Fiscal Quarter or more frequently Year a copy of Borrower’s Annual Operating Plan; and such other financial and other information as the Agent may request, but no more frequently than monthly, in form and substance reasonably satisfactory to the Agent, in each case certified by a Financial Officer of the Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale of any assets at such store location as the Agent Lender may from time to time reasonably request); request (o) including information and reports in such budgets, forecasts, projections and other information respecting the Collateral and the businesses of the Borrower and the Guarantors, detail as the Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement or any other information relating Lender may request with respect to the businesses terms of the Borrower and the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver information provided pursuant to the Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writing; and (p) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. SECTION 7.1.2Compliance Certificate).

Financial Information, Reports, Notices, etc. The -------------------------------------------- Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow flows of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, together with comparable information adjusted to reflect any changes at certified by the close of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion chief accounting or financial Authorized Officer of the previous Fiscal Year in each case certified as correct by a Financial Officer as fairly presenting the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period then endedBorrower; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal Year of the Borrower, a complete copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and consolidated statements of cash flow flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by Deloitte & Touche Xxxxxx Xxxxxxxx LLP or other independent public accountants selected by the Borrower and reasonably acceptable to the Agent and the Required Lenders, together with a certificate from such accountants (i) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4 and (ii) containing a computation of the Consolidated Interest ------------- Coverage Ratio (as defined in the Indenture) as of the date of such statements and to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of DefaultDefault and the steps, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory if any, being taken to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officercure it; (c) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) 45 days after the end of each Fiscal Quarter, a Compliance Certificatecertificate, executed by a Financial Officerthe chief accounting or financial Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) (i) compliance with the financial covenants set forth in Section 7.2.47.2.4 and (ii) ------------- containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements; (ed) as soon as possible and in any event within three (3) Business Days after forthwith upon the occurrence of each Default, Event of Default or event which would reasonably be expected to result in a Material Adverse Effect, a statement of an the chief accounting or financial Authorized Officer of the Borrower setting forth reasonably detailed information regarding details of such Default, Event of Default, or event Default and the action which the Borrower has taken and proposes to take with respect thereto; (fe) as soon as possible and in any event within ten (10) three days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 6.7, or (ii) the ----------- commencement of any labor controversy, litigation, action, action or proceeding of the type described in Section 6.7, notice thereof by an Authorized Officer of the Borrower and copies of all documentation ----------- relating thereto; (gf) promptly after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or sends to any of its Subsidiaries sends to its security holders generallyholders, (ii) and all reports, financial statements reports and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange, except that the Borrower shall not be required to deliver any ; (g) immediately upon becoming aware of the foregoing which has previously been delivered hereunder and (iii) all default notices or notices institution of a "Cash Dominion Event" (as defined in the Existing Credit Agreement) delivered any steps by the Borrower or any of its Subsidiaries other Person to terminate any Pension Plan, or the agent under the Existing Credit Agreement failure to the extent not otherwise make a required contribution to be delivered pursuant any Pension Plan, if such failure is sufficient to this Section 7.1.1; (h) promptly upon becoming aware of any events which would give rise to a mandatory prepayment Lien under clause (bsection 302(f) of Section 3.1.2.; (i) all such notices and documents required ERISA, or the taking of any action with respect to be delivered pursuant a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the Security AgreementPBGC or such Pension Plan, including, pursuant or the occurrence of any event with respect to Section 4.1.6 thereof; (j) promptly notify the Agent in writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or Pension Plan which would could result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year (including a projected consolidated balance sheet of incurrence by the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as possible and liability, fine or penalty, or any material increase in any event within three (3) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in contingent liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (n) as soon as available, but in any event not later than forty-five (45) days after the end of each Fiscal Quarter or more frequently as the Agent may request, but no more frequently than monthly, in form and substance reasonably satisfactory to the Agent, in each case certified by a Financial Officer of the Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale of any assets at such store location as the Agent may from time to time reasonably request); (o) such budgetspost-retirement Welfare Plan benefit, forecasts, projections notice thereof and other information respecting the Collateral and the businesses of the Borrower and the Guarantors, as the Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of the Borrower and the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver to the Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writingall documentation relating thereto; and (ph) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. SECTION 7.1.2.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow flows of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, together with comparable information adjusted to reflect any changes at certified by the close of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion chief accounting or financial Authorized Officer of the previous Fiscal Year in each case certified as correct by a Financial Officer as fairly presenting the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period then endedBorrower; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal Year of the Borrower, a complete copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and consolidated statements of cash flow flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by Deloitte & Touche Xxxxxx Xxxxxxxx LLP or other independent public accountants selected by the Borrower and reasonably acceptable to the Agent and the Required Lenders, together with a certificate from such accountants (i) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4 and (ii) containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements and to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of DefaultDefault and the steps, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory if any, being taken to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officercure it; (c) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) 45 days after the end of each Fiscal Quarter, a Compliance Certificatecertificate, executed by a Financial Officerthe chief accounting or financial Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) (i) compliance with the financial covenants set forth in Section 7.2.47.2.4 and (ii) containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements; (ed) as soon as possible and in any event within three (3) Business Days after forthwith upon the occurrence of each Default, Event of Default or event which would reasonably be expected to result in a Material Adverse Effect, a statement of an the chief accounting or financial Authorized Officer of the Borrower setting forth reasonably detailed information regarding details of such Default, Event of Default, or event Default and the action which the Borrower has taken and proposes to take with respect thereto; (fe) as soon as possible and in any event within ten (10) three days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 6.7, or (ii) the commencement of any labor controversy, litigation, action, action or proceeding of the type described in Section 6.7, notice thereof by an Authorized Officer of the Borrower and copies of all documentation relating thereto; (gf) promptly after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or sends to any of its Subsidiaries sends to its security holders generallyholders, (ii) and all reports, financial statements reports and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange, except that the Borrower shall not be required to deliver any ; (g) immediately upon becoming aware of the foregoing which has previously been delivered hereunder and (iii) all default notices or notices institution of a "Cash Dominion Event" (as defined in the Existing Credit Agreement) delivered any steps by the Borrower or any of its Subsidiaries other Person to terminate any Pension Plan, or the agent under the Existing Credit Agreement failure to the extent not otherwise make a required contribution to be delivered pursuant any Pension Plan, if such failure is sufficient to this Section 7.1.1; (h) promptly upon becoming aware of any events which would give rise to a mandatory prepayment Lien under clause (bsection 302(f) of Section 3.1.2.; (i) all such notices and documents required ERISA, or the taking of any action with respect to be delivered pursuant a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the Security AgreementPBGC or such Pension Plan, including, pursuant or the occurrence of any event with respect to Section 4.1.6 thereof; (j) promptly notify the Agent in writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or Pension Plan which would could result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year (including a projected consolidated balance sheet of incurrence by the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as possible and liability, fine or penalty, or any material increase in any event within three (3) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in contingent liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (n) as soon as available, but in any event not later than forty-five (45) days after the end of each Fiscal Quarter or more frequently as the Agent may request, but no more frequently than monthly, in form and substance reasonably satisfactory to the Agent, in each case certified by a Financial Officer of the Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale of any assets at such store location as the Agent may from time to time reasonably request); (o) such budgetspost-retirement Welfare Plan benefit, forecasts, projections notice thereof and other information respecting the Collateral and the businesses of the Borrower and the Guarantors, as the Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of the Borrower and the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver to the Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writingall documentation relating thereto; and (ph) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. SECTION 7.1.2.

Financial Information, Reports, Notices, etc. The Borrower (a) Ambac Financial will furnish, or will cause to be furnished, to each Lender and the Administrative Agent copies of the following financial statements, reports, notices and information: (ai) as soon as available and in any event within forty-five (45) 60 days after the end of each of the first three Fiscal Quarters of the Borrowereach Fiscal Year of Ambac Financial, consolidated balance sheets of the Borrower Ambac Financial and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings operations and of cash flow of the Borrower Ambac Financial and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, together with comparable information adjusted to reflect any changes at certified by the close chief financial Authorized Officer of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion of the previous Fiscal Year in each case certified as correct by a Financial Officer as fairly presenting the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period then endedAmbac Financial; (bii) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal Year of the BorrowerAmbac Financial, a copy of the annual audit report for such Fiscal Year for the Borrower Ambac Financial and its Subsidiaries, including therein consolidated balance sheets of the Borrower Ambac Financial and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings operations and consolidated statements of cash flow of the Borrower Ambac Financial and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) in a manner acceptable to the Administrative Agent and the Required Lenders by Deloitte & Touche KPMG Peat Marwick or other independent public accountants reasonably acceptable to the Administrative Agent and the Required Lenders, together with a certificate from such accountants containing a computation of, and showing compliance with, each of the financial ratios contained in Section 7.2.4 and to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of Default, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officer; (c) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter, a Compliance Certificate, executed by a Financial Officer, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) compliance with the financial covenants set forth in Section 7.2.4; (e) as soon as possible and in any event within three (3) Business Days after the occurrence of each Default, Event of Default or event which would reasonably be expected to result in a Material Adverse Effect, a statement of an Authorized Officer of the Borrower setting forth reasonably detailed information regarding such Default, Event of Default, or event and the action which the Borrower has taken and proposes to take with respect thereto; (f) as soon as possible and in any event within ten (10) days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.7, notice thereof by an Authorized Officer of the Borrower and copies of all documentation relating thereto; (giii) promptly after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or any of its Subsidiaries Ambac Financial sends to its security holders generally, (ii) and all reports, financial statements reports and all registration statements containing final prospectuses (excluding registration statements on SEC Form S-8 or any successor form) which the Borrower Ambac Financial or any of its Subsidiaries files with the Securities and Exchange Commission SEC or any national securities exchange, except that the Borrower shall not be required to deliver any of the foregoing which has previously been delivered hereunder and (iii) all default notices or notices of a "Cash Dominion Event" (as defined in the Existing Credit Agreement) delivered by the Borrower or any of its Subsidiaries to the agent under the Existing Credit Agreement to the extent not otherwise required to be delivered pursuant to this Section 7.1.1; (h) promptly upon becoming aware of any events which would give rise to a mandatory prepayment under clause (b) of Section 3.1.2.; (i) all such notices and documents required to be delivered pursuant to the Security Agreement, including, pursuant to Section 4.1.6 thereof; (j) promptly notify the Agent in writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or which would result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as possible and in any event within three (3) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (n) as soon as available, but in any event not later than forty-five (45) days after the end of each Fiscal Quarter or more frequently as the Agent may request, but no more frequently than monthly, in form and substance reasonably satisfactory to the Agent, in each case certified by a Financial Officer of the Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale of any assets at such store location as the Agent may from time to time reasonably request); (o) such budgets, forecasts, projections and other information respecting the Collateral and the businesses of the Borrower and the Guarantors, as the Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of the Borrower and the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver to the Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writing; and (p) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. SECTION 7.1.2

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow flows of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, together with comparable information adjusted to reflect any changes at certified by the close of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion chief accounting or financial Authorized Officer of the previous Fiscal Year in each case certified as correct by a Financial Officer as fairly presenting the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period then endedBorrower; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal Year of the Borrower, a complete copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and consolidated statements of cash flow flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by Deloitte & Touche Xxxxxx Xxxxxxxx LLP or other independent public accountants selected by the Borrower and reasonably acceptable to the Agent and the Required Lenders, together with a certificate from such accountants (i) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4 and (ii) containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements and to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of DefaultDefault and the steps, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory if any, being taken to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officercure it; (c) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) 45 days after the end of each Fiscal Quarter, a Compliance Certificatecertificate, executed by a Financial Officerthe chief accounting or financial Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) (i) compliance with the financial covenants set forth in Section 7.2.4, (ii) containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements and (iii) listing all material Contingent Liabilities entered into by Borrower and its Subsidiaries since the previous Compliance Certificate; (ed) as soon as possible and in any event within three (3) Business Days after forthwith upon the occurrence of each Default, Event of Default or event which would reasonably be expected to result in a Material Adverse Effect, a statement of an the chief accounting or financial Authorized Officer of the Borrower setting forth reasonably detailed information regarding details of such Default, Event of Default, or event Default and the action which the Borrower has taken and proposes to take with respect thereto; (fe) as soon as possible and in any event within ten (10) three days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 6.7, or (ii) the commencement of any labor controversy, litigation, action, action or proceeding of the type described in Section 6.7, notice thereof by an Authorized Officer of the Borrower and copies of all documentation relating thereto; (gf) promptly after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or sends to any of its Subsidiaries sends to its security holders generallyholders, (ii) and all reports, financial statements reports and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange, except that the Borrower shall not be required to deliver any ; (g) immediately upon becoming aware of the foregoing which has previously been delivered hereunder and (iii) all default notices or notices institution of a "Cash Dominion Event" (as defined in the Existing Credit Agreement) delivered any steps by the Borrower or any of its Subsidiaries other Person to terminate any Pension Plan, or the agent under the Existing Credit Agreement failure to the extent not otherwise make a required contribution to be delivered pursuant any Pension Plan, if such failure is sufficient to this Section 7.1.1; (h) promptly upon becoming aware of any events which would give rise to a mandatory prepayment Lien under clause (bsection 302(f) of Section 3.1.2.; (i) all such notices and documents required ERISA, or the taking of any action with respect to be delivered pursuant a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the Security AgreementPBGC or such Pension Plan, including, pursuant or the occurrence of any event with respect to Section 4.1.6 thereof; (j) promptly notify the Agent in writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or Pension Plan which would could result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year (including a projected consolidated balance sheet of incurrence by the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as possible and liability, fine or penalty, or any material increase in any event within three (3) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in contingent liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (n) as soon as available, but in any event not later than forty-five (45) days after the end of each Fiscal Quarter or more frequently as the Agent may request, but no more frequently than monthly, in form and substance reasonably satisfactory to the Agent, in each case certified by a Financial Officer of the Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale of any assets at such store location as the Agent may from time to time reasonably request); (o) such budgetspost-retirement Welfare Plan benefit, forecasts, projections notice thereof and other information respecting the Collateral and the businesses of the Borrower and the Guarantors, as the Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of the Borrower and the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver to the Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writingall documentation relating thereto; and (ph) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. SECTION 7.1.2.