Common use of Financial Statements and Other Reports Clause in Contracts

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: (a) as soon as available, but in any event within 105 days after the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changes.

Financial Statements and Other Reports. Deliver In the case of the Company and the other Borrowers, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP and to provide the information required to be delivered to the Lenders hereunder, and will deliver to the Administrative Agent, in form and detail reasonably acceptable Agent which shall furnish to the Administrative Agenteach Lender: (a) as soon as available, but practicable and in any event within 105 (x) prior to a Qualified IPO and prior to the fiscal quarter ending March 31, 2022, 90 days (y) prior to a Qualified IPO and from and after the fiscal quarter ending March 31, 2022, 60 days and (z) after a Qualified IPO, 45 days, in each case after the end of each of the first three fiscal quarters of each Fiscal Year of Rivian Parent (commencing with the fiscal quarter ended March 31, 2021), setting forth in each case in comparative form figures for the corresponding periods of the previous Fiscal Year (which requirement to set forth comparative form figures shall commence with the fiscal quarter ended March 31, 2022), (i) a consolidated balance sheet of Rivian Parent as at the end of such quarter and the related income statement and statement of cash flows and (ii) commencing with the fiscal quarter ending June 30, 2021, a consolidated balance sheet of the Company and its consolidated subsidiaries and the related income statement (which shall be certified by a Financial Officer of the Company as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated subsidiaries on a standalone basis), in each case, for such quarter, and for the portion of the Fiscal Year ended at the end of such quarter, and prior to a Qualified IPO and commencing with the fiscal quarter ending March 31, 2022, along with a management discussion and analysis of the Company and its subsidiaries for such quarter, all in reasonable detail and certified by a Financial Officer as fairly presenting in all material respects the financial condition and results of operations of Rivian Parent and its subsidiaries and as having been prepared in accordance with GAAP, subject to changes resulting from audit and other year-end adjustments and the absence of footnote disclosures; (b) as soon as available and in any event within (x) prior to a Qualified IPO, 120 days and (y) after a Qualified IPO, 90 days after the end of each Fiscal Year of HoldingsRivian Parent (commencing with the Fiscal Year ended December 31, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year2021), setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail (i) a consolidated and prepared in accordance with GAAPconsolidating balance sheet of Rivian Parent and its consolidated subsidiaries as of the end of such Fiscal Year and the related consolidated statements of operations, audited members’ equity and accompanied cash flows for such Fiscal Year, certified by a report and opinion of Ernst & Young LLP Deloitte or another Registered Public Accounting Firm other independent public accountants of nationally recognized standing or reasonably satisfactory acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards Agent and shall not be subject to any qualification as to Rivian Parent’s ability to continue as a “going concern” or like qualification or exception or any qualification or exception as to the scope of the audit, other than any such auditqualification resulting from or relating to (A) an actual or potential breach of a financial covenant hereunder or under any Permitted Additional Indebtedness Document, (B) an upcoming maturity date of Debt occurring within 12 months of such audit or (C) activities, operations, financial results or liabilities of Unrestricted Subsidiaries and (ii) an unaudited consolidated balance sheet of the Company as of the end of such Fiscal Year and its consolidated subsidiaries and the related income statement, which shall be certified by a Financial Officer of the Company as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated subsidiaries on a standalone basis; (c) if any Unrestricted Subsidiary exists, concurrently with each delivery of financial statements under Section 5.01(a) or (b) above, financial statements (in substantially the same form as soon the financial statements delivered pursuant to Section 5.01(a) or (b) above, as applicable) prepared on the basis of consolidating the accounts of the Company and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company, together with an explanation of reconciliation adjustments in reasonable detail; (d) together with each delivery of financial statements pursuant to Sections 5.01(a) and 5.01(b) a Compliance Certificate in the form of Exhibit E (which shall set forth reasonably detailed calculations of Liquidity, Consolidated EBITDA and the Fixed Charge Coverage Ratio (whether or not a Compliance Period is then in effect)); provided that, (x) with respect to any period prior to the occurrence of the FCCR Covenant Trigger, if for such period the Fixed Charge Coverage Ratio would be less than zero, then the Compliance Certificate may certify that the Fixed Charge Coverage Ratio is less than zero in lieu of reasonably detailed calculations of the Fixed Charge Coverage Ratio for such period and (y) with respect to any period after the occurrence of the FCCR Covenant Trigger, the Compliance Certificate shall not include a calculation of Liquidity; provided further that, with respect to the fiscal quarter end upon which the FCCR Covenant Trigger occurs, the Compliance Certificate for such fiscal quarter shall certify that the FCCR Covenant Trigger has occurred; (e) promptly upon their becoming available, but copies of all financial statements and regular, periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority; (f) promptly upon any Responsible Officer of the Company or any of the Restricted Subsidiaries obtaining knowledge thereof, notice of (i) the existence of any Event of Default or Default or (ii) the institution of any litigation or arbitration which could reasonably be expected to have a Material Adverse Effect in the reasonable judgment of such Responsible Officer or (iii) the occurrence of any other event that has had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (g) except to the extent such activities could not reasonably be expected in the reasonable judgment of such Responsible Officer to result in a Material Adverse Effect, promptly upon any Responsible Officer of the Company or any of the Restricted Subsidiaries obtaining knowledge of any complaint, order, citation, notice, request for information or other written communication from any Person alleging any Environmental Liability of the Company or any Restricted Subsidiary, a certificate of a Responsible Officer specifying the nature and estimated Liability of any such matter, or specifying the notice given or action taken by such holder or Person, and what action the applicable Loan Party has taken, is taking or proposes to take with respect thereto; (h) on or before the required date for delivery of financial statements pursuant to Sections 5.01(a) and 5.01(b), a written certification from a Responsible Officer of the Borrower Representative which describes, in such detail as the Administrative Agent shall reasonably require, with respect to each Loan Party during such fiscal quarter, acquisitions of interests in Material Real Property; (i) on or prior to the date financial statements are delivered pursuant to clause (b) above, the Borrowers’ and the Company’, as applicable, annual operating plans, including income statements, balance sheets and cash flow projections for the following fiscal year, all of which shall be in a format reasonably consistent with the projections provided to the Lenders prior to the Effective Date; provided that this paragraph (i) shall only apply until the later of (x) consummation of a Qualified IPO and (y) the delivery of the documents required pursuant to this paragraph (i) with respect to the fiscal year ending 2022; (j) within 50 20 days after the end of each of month (or, if such day is not a Business Day, the first three Fiscal Quarters immediately succeeding Business Day) or, during any Cash Dominion Event, within 3 Business Days after the end of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012)week, a Consolidated balance sheet of Holdings and its Subsidiaries Borrowing Base Certificate, as at the end of such Fiscal Quartermonth or week, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then endedas applicable, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, duly certified by a Responsible Financial Officer on behalf of Holdings as fairly presenting in all material respects the financial conditionBorrower Representative; provided, results that, to the extent not otherwise previously received by Administrative Agent, after the end of operationsany Cash Dominion Event, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; Borrower Representative shall promptly deliver (c) as soon as available, but in any event no later than 60 within 20 days after the end of each Fiscal Year such Cash Dominion Event) a Borrowing Base Certificate as at the last day of Holdings commencing at the most recent month ended prior to the end of such Cash Dominion Event; provided, further, that (x) at any time after the Fiscal Year ending February 23Effective Date the Borrower Representative may deliver one or more updated Borrowing Base Certificates at any time for the sole purpose of adding Eligible Real Property to the Borrowing Base and (y) the Borrower Representative may elect to deliver a Borrowing Base Certificate more frequently than otherwise required in this clause (j), 2013which increased frequency shall last for at least 60 consecutive calendar days following the initial delivery thereof (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit any of the foregoing requirements of this clause (j)); provided further that, prior to the occurrence of the FCCR Covenant Trigger, each Borrowing Base Certificate shall be accompanied by a reasonably detailed calculation of Liquidity duly certified by a Financial Officer of the Borrower Representative; (k) as soon as available but in any event within 30 days of the end of each calendar month and at such other times as may be requested by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to the Administrative Agent (provided that such information relating to Equipment shall only be required prior to the occurrence of a Fixed Asset Release Event): (i) a detailed aging of the Borrowers’ Accounts, including all invoices aged by invoice date (with an indication of payment terms by invoice), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the name and balance due for each Account Debtor; (ii) a schedule detailing the Borrowers’ Inventory, in form satisfactory to the Administrative Agent, by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has previously indicated to the Borrower Representative are deemed by the Administrative Agent to be appropriate; (iii) a schedule detailing the Borrowers’ Equipment acquired or disposed of since the previous schedule delivered to the Administrative Agent pursuant to this Section 5.01(k)(iii), in form satisfactory to the Administrative Agent, by location (showing Equipment in transit and any Equipment located with a third party under any consignment, bailee arrangement, or warehouse agreement), which Equipment shall be valued at the lower of cost or market and adjusted for Reserves as the Administrative Agent has previously indicated to the Borrower Representative are deemed by the Administrative Agent to be appropriate; (iv) a worksheet of calculations prepared by the Borrowers to determine Eligible Accounts, Eligible Cash, Eligible Credit Card Receivables, Eligible Inventory and Eligible Machinery and Equipment, such worksheets detailing the Accounts, Credit Card Receivables, Inventory and Equipment excluded from Eligible Accounts, Eligible Credit Card Receivables, Eligible Inventory and Eligible Machinery and Equipment, respectively, and the reason for such exclusion; (v) a reconciliation of the Borrowers’ Accounts, Inventory and Equipment between (A) the amounts shown in the Borrowers’ general ledger and financial statements and the reports delivered pursuant to clauses (i), (ii) and (iii) above, and (B) the amounts and dates shown in the reports delivered pursuant to clauses (i), (ii) and (iii) above and the Borrowing Base Certificate delivered pursuant to clause (j) above as of such date; (vi) a reconciliation of the loan balance per the Borrowers’ general ledger to the loan balance under this Agreement; and (vii) a schedule and aging of the Borrowers’ accounts payable, delivered electronically in a text formatted file acceptable to the Administrative Agent; (i) upon request by the Administrative Agent (it being understood and agreed that no such request may require any such field examinations more frequently than once in any period of 12 consecutive calendar months except that (A) during an Appraisal and Field Examination Event, and (B) during the continuance of an Event of Default, the Administrative Agent may require in its Permitted Discretion additional field examinations at the Borrowers’ expense), a field examination with respect to the Loan Parties’ Accounts, (ii) upon request by the Administrative Agent (it being understood and agreed that no such request may require any such appraisal more frequently than once in any period of 12 consecutive calendar months except that (A) during an Appraisal and Field Examination Event, the Administrative Agent may require in its Permitted Discretion one (1) additional appraisal of Inventory and one (1) additional appraisal of Equipment, and (B) during the continuance of an Event of Default, the Administrative Agent may require in its Permitted Discretion additional appraisals at the Borrowers’ expense), an annual budget appraisal of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management Inventory of the Loan Parties and an appraisal of the Equipment of the Loan Parties (which, for the avoidance of doubt shall be two separate appraisals), in each case which appraisal is conducted by an independent appraiser selected or approved by the Administrative Agent, conducted in such a manner and methodology and of such a scope as is reasonably acceptable to the Administrative Agent; the results of which are reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and Lenders are expressly permitted to rely, and (iii) such other reports as to each Borrower’s and each of its internal use respective Restricted Subsidiaries’ accounts payable and other Collateral as the Administrative Agent shall reasonably request from time to time (it being understood that if any of Holdings the records or reports of the accounts payable or Collateral are prepared by an accounting service or other agent, the Borrowers hereby authorize such service or agent to deliver such records, reports and its Subsidiariesrelated documents to the Administrative Agent, for distribution to the Lenders); (m) with reasonable promptness, copies of any material notices (other than operational notices) or reports provided pursuant to any Permitted Additional Indebtedness Document not otherwise provided to the Administrative Agent under this Section 5.01; (n) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation; and (do) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) reasonable promptness, such other information and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared data with respect to the corresponding prior year period operations, business affairs and the key factors (financial condition of any Loan Party or Restricted Subsidiary as determined in good faith from time to time may be reasonably requested by the Borrower) causing such changesAdministrative Agent.

Financial Statements and Other Reports. Deliver The Company will deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: Purchaser: (a) as soon available, but no later than thirty (30) days after the last day of each month, a company prepared “flash report” covering the Company’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner, scope and detail satisfactory to the Purchaser, certified by a Responsible Officer and in a form acceptable to the Purchaser, (b) as available, but in any event within 105 no later than forty five (45) days (unless further extended to sixty (60) days pursuant to the grant of a valid extension to the filing deadline of the related 10-Q from the SEC) after the end last day of each Fiscal Year Quarter of Holdingsthe Company, a Consolidated company prepared consolidated balance sheet of Holdings sheet, cash flow and income statement (including year-to-date results) covering the Company’s and its Subsidiaries Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the projected figures as set forth in for such period based upon the projections delivered pursuant to Section 6.01(c)required hereunder, all in reasonable detail, certified by a Responsible Officer on behalf and in a form acceptable to the Purchaser; (c) together with the flash reports described in (a) above, evidence of Holdings as fairly presenting in payment and satisfaction of all material respects payroll, withholding and similar taxes due and owing by all Obligors with respect to the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAPpayroll period(s) occurring during such month, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; Section 7.2; (cd) as soon as available, but in any event no later than 60 one hundred five (105) days after the end last day of the Company’s Fiscal Year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to the Purchaser in its reasonable discretion; (e) within five (5) days of delivery or filing thereof, copies of all statements, reports (other than borrowing base reports delivered pursuant thereto) and notices made available to the Company’s security holders or to any agents or lenders under any Existing Senior Secured Debt Documents and copies of all reports and other filings made by the Company with any stock exchange on which any securities of any Obligor are traded and/or the SEC; (f) a prompt written report of any legal actions pending or threatened against any Obligor or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Obligor or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; (g) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (h) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Obligors, their business and the Collateral (including, without limitation, copies of any borrowing base reports delivered pursuant to any of the Existing Senior Secured Debt Documents) as the Purchaser may from time to time reasonably request. The Company will, within thirty (30) days after the last day of each Fiscal Year month, deliver to the Purchaser (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement; (i) promptly upon receipt thereof, copies of Holdings commencing at all financial statements of, and all reports and management letters submitted by, independent public accountants to any of the Obligors in connection with each annual, interim, or special audit of any Obligor’s financial statements; (j) within sixty (60) days following the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Company’s Fiscal Year, as customarily prepared by management the Company shall deliver to the Purchaser the annual budget for both the Company and any of its Subsidiaries, including forecasts of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) aboveincome statement, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements balance sheet and a management narrative report providing reasonable detail on the financial results of Holdings cash flow statement for the period covered by such financial statements compared immediately succeeding year on a quarterly basis and thereafter, shall promptly deliver any amendment thereto; (k) promptly upon their becoming available, the Company shall deliver to the corresponding prior year period and Purchaser copies of all Material Contracts or material amendments thereto entered into after the key factors (as determined in good faith by the Borrower) causing such changesClosing Date.

Financial Statements and Other Reports. Deliver (a) Each Borrower will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP and to provide the information required to be delivered to Administrative Agent and the Lenders hereunder. (b) Each Borrower will furnish to Administrative Agent (or cause to be furnished to Administrative Agent) the following financial information and reports with respect to each Borrower and each Licensed Operator, in each case in form and detail format and providing information satisfactory to Administrative Agent in its discretion: (i) if applicable, for the Licensed Operator only, a sales and collections report and accounts receivable and payable aging schedule on a form reasonably acceptable to the Administrative Agent: Lender within twenty-five (a25) as soon as available, but in any event within 105 days after the end of each Fiscal Year of Holdingscalendar month, which shall include, without limitation, a Consolidated balance sheet report of Holdings sales, credits issued, and its Subsidiaries as at collections received; (ii) within twenty-five (25) days of the end of such Fiscal Yeareach calendar month, internally prepared monthly financial statements prepared for Borrowers on a consolidated and consolidating basis in accordance with GAAP (including income statements and balance sheets for each Project and a consolidated operating cash flow statement, accompanied by management analysis and actual vs. budget variance reports for each Project; (iii) Reserved; (iv) within twenty-five (25) days of the end of each calendar month, (A) a current rent roll (including, a monthly schedule of delinquency receipts and payments), and (B) a summary of all leasing activity then taking place with respect to each Project; (v) within twenty-five (25) days after the related Consolidated end of each measurement period applicable to any financial covenant hereunder, such financial reports and information as Administrative Agent shall require evidencing compliance with the applicable financial covenants, which reports and information shall include, at a minimum, delivery to Administrative Agent of a Compliance Certificate, and, if requested by Administrative Agent, back-up documentation (including, without limitation, invoices, receipts and other evidence of costs incurred during such quarter as Administrative Agent shall reasonably require) evidencing the propriety of the deductions from revenues in determining such compliance; (vi) annual projected profit and loss statements (prepared on a monthly basis) for the succeeding fiscal year within forty-five (45) days before the end of income each fiscal year; (vii) internally prepared annual financial statements prepared for Borrowers on a consolidated and consolidating basis in accordance with GAAP within sixty (60) days after the end of each fiscal year; (viii) annual consolidated and consolidating audited financial statements prepared for Borrowers in accordance with GAAP and prepared by a firm of independent public accountants reasonably satisfactory to Administrative Agent, within one hundred twenty (120) days after the end of each fiscal year; (ix) promptly upon receipt thereof, copies of any reports by the independent accountants in connection with any interim audit and copies of each management control letter provided by independent accountants; (x) for each Borrower, as requested by Administrative Agent, evidence satisfactory to Administrative Agent that all federal and state taxes, including, without limitation payroll taxes, that are due have been paid in full; (xi) for Licensed Operator only, as requested, copies of all cost reports filed with Medicare or operationsMedicaid or any other Third Party Payor; (xii) within ten (10) days after Administrative Agent request, shareholders’ equity (if available) and cash flows for such Fiscal Yeara written statement, duly acknowledged by Borrowers, setting forth in each case in comparative form any right of set-off, claims, counterclaims, withholdings or other defenses to which any of the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance Collateral or Administrative Agent's rights with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory respect to the Collateral are subject or that exist against such sums and Borrowers' obligations under the Financing Documents; (xiii) within ten (10) days after Administrative AgentAgent request, which report a written statement, duly acknowledged by Licensed Operator, setting forth any right of set-off, counterclaim or other defense that exists against such sums and opinion Licensed Operator's obligations under any Leases; and (xiv) such additional information, reports or statements regarding the Borrowers, the Projects or Licensed Operator as Administrative Agent may from time to time reasonably request. All financial statements shall include a balance sheet and statement of earnings and shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes;. (c) as soon as availableFrom time to time, if Administrative Agent determines that obtaining appraisals is necessary in order for a Lender to comply with applicable Laws, each Borrower shall furnish to Administrative Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of the real estate owned by each Borrower. In addition to the foregoing, from time to time, but in the absence of a Default or Event of Default not more than once during each calendar year, Administrative Agent may require Borrowers to obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end portion of the Fiscal Year ending February 23, 2013, an annual budget of Holdings real estate and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared personal property owned by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; andeach Borrower. (d) simultaneously with the delivery Promptly upon receipt or filing thereof, each Borrower shall deliver to Administrative Agent copies of each set any reports or notices related to any material taxes and any other material reports or notices received by any Credit Party from, or filed by any Credit Party with, any Governmental Authority. (e) Promptly upon their becoming available, Borrower shall deliver to Administrative Agent copies of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesall Swap Contracts.

Financial Statements and Other Reports. Deliver (a) From and after the Closing Date, Azul shall furnish to the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentTrustee: (i) an English language version of the Parent Guarantor’s annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year; (ii) an English language version of the Parent Guarantor’s unaudited interim condensed consolidated financial statements prepared in accordance with IFRS promptly upon such statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year); (iii) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantors with (a) as soon as availablethe CVM or (b) the SEC (in each case, but to the extent that any such report or notice is generally available to security holders of the Parent Guarantor or the public in Brazil or elsewhere and, in the case of clause (b), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise); (iv) within 90 days after the end of the fiscal year, a certificate of a Responsible Officer of the Parent Guarantor certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such Event of Default has occurred and is continuing, specifying the nature and extent thereof and any event within 105 corrective action taken or proposed to be taken with respect thereto; (v) no later than 45 days after the end of each Fiscal Year Quarterly Reporting Period (or, in respect of Holdingsthe last Quarterly Reporting Period of its fiscal year, 60 days), a Consolidated balance sheet certificate of Holdings and its Subsidiaries a Responsible Officer of the Parent Guarantor, certifying the Liquidity as at of the end last day of such Fiscal YearQuarterly Reporting Period; (vi) on each (a) Allocation Date, an Allocation Date Statement and (b) no later than ten Business Days following the related Consolidated statements start of income or operationseach Quarterly Reporting Period, shareholders’ equity (if available) and cash flows for such Fiscal Yeara Quarterly Freeflow Threshold Statement, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Trustee and the U.S. Collateral Agent and the Brazilian Collateral Agent. The Trustee may, which report prior to the related Distribution Date, provide notice to the Issuer and opinion the U.S. Collateral Agent and the Brazilian Collateral Agent of any information contained in the Allocation Date Statement that the Trustee believes to be incorrect. If the Trustee provides such a notice, the Issuer shall use its reasonable efforts to resolve the discrepancy and provide an updated Allocation Date Statement on or prior to the related Distribution Date. If the discrepancy is not resolved and a replacement Allocation Date Statement is not received by the Trustee prior to the payment of available funds on the related Distribution Date pursuant to the provisions of the Payment Waterfalls and it is later determined that the information identified by the Trustee as incorrect was in fact incorrect and such error resulted in a party receiving a smaller distribution on the Distribution Date than they would have received had there not been such an error, then the Issuer shall indemnify such party for such shortfall. For the avoidance of doubt and, notwithstanding anything to the contrary in this Indenture or in any Shared Collateral Document, the Trustee shall have no obligation to inquire into, investigate, verify or perform any calculations in connection with an Allocation Date Statement or notice from the Trustee in respect of the same; it being understood and agreed that the Trustee shall be prepared in accordance with generally accepted auditing standards entitled to conclusively rely, and shall not be subject liable for so relying, on the Allocation Date Statement last received by it on or prior to each Distribution Date and the Trustee shall have no obligation, responsibility or liability in connection with any “going concern” or like qualification or exception or any qualification or exception as indemnification payment of the Issuer pursuant to the scope of such auditimmediately preceding sentence; (bvii) as soon as availablepossible, but and in any event within 50 days 15 Business Days after the end Chief Financial Officer or the Treasurer of each Azul becoming aware of the first three Fiscal Quarters occurrence of each Fiscal Year a Default or an Event of Holdings (commencing with Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings Parent Guarantor and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income are taking or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and propose to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance take with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiariesrespect thereto; and (dviii) simultaneously with the delivery of each set of financial statements referred any other reports required to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared be delivered pursuant to the corresponding prior year period and requirements of the key factors (Intercreditor Agreement at the same time such reports are delivered as determined in good faith by the Borrower) causing such changesrequired thereunder.

Financial Statements and Other Reports. Deliver Lessee shall deliver to the Administrative Agent, in form and detail reasonably acceptable Agent (with sufficient copies for the Agent to distribute such copies to the Administrative AgentAssignees) and Lessor, at Lessee’s sole expense: (ai) as As soon as available, but available and in any event within 105 days after the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity forty-five (if available45) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year (and, with respect to each fiscal quarter occurring after January 1, 2005, within 40 days after the end of Holdings such fiscal quarter), the consolidated Financial Statements of Lessee and its Subsidiaries for such fiscal quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail; (commencing ii) As soon as available and in any event within seventy (70) days after the end of each fiscal year, the consolidated Financial Statements of Lessee and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail, and accompanied by a report thereon of PricewaterhouseCoopers LLP or another firm of independent certified public accountants of recognized national standing, which report shall be unqualified as to scope of audit; (iii) Together with the Fiscal Quarter ending May 26, 2012Financial Statements required pursuant to clauses (i) and (ii) of this Section 18.1(a), a Consolidated balance sheet compliance certificate of Holdings a Responsible Officer of Lessee (a “Compliance Certificate”) which (A) states that such Financial Statements fairly present the financial condition of Lessee and its Subsidiaries as at the last day of the fiscal quarter or fiscal year covered by such Financial Statements and the results of operations of Lessee and its Subsidiaries for such quarter or year and have been prepared in accordance with GAAP consistently applied, subject to normal, year-end audit adjustments in the case of the Financial Statements for any fiscal quarter; and (B) states that no Lease Default or Lease Event of Default has occurred and is continuing, or, if any such Lease Default or Lease Event of Default has occurred and is continuing, a statement as to the nature thereof and what action Lessee proposes to take with respect thereto; (A) Promptly after the giving, sending or filing thereof, copies of all reports, if any, which Lessee or any of its Subsidiaries sends generally to any class of holders of its respective capital stock or other securities and (B) promptly, but in no event later than five (5) Business Days, after the sending or filing thereof, copies of all reports or filings, if any, by Lessee or any of its Subsidiaries with the SEC or any national securities exchange; (v) Promptly after Lessee has knowledge or becomes aware thereof, notice of the occurrence or existence of any Lease Default or Lease Event of Default; (vi) Prompt written notice of any action, event or occurrence that could reasonably be expected to result in a Material Adverse Effect due to environmental liability under Environmental Laws; (vii) Prompt written notice of all actions, suits and proceedings before any Governmental Authority or arbitrator pending, or to the best of Lessee’s knowledge, threatened against or affecting Lessee or any of its Subsidiaries which (A) if adversely determined would involve an aggregate liability of $25,000,000 or more in excess of amounts covered by third-party insurance or (B) otherwise may have a Material Adverse Effect; (viii) Promptly after Lessee has knowledge or becomes aware thereof, (A) notice of the occurrence of any ERISA Event, together with a copy of any notice of such Fiscal QuarterERISA Event to the PBGC and (B) the details concerning any action taken or proposed to be taken by the IRS, and PBGC, Department of Labor or other Person with respect thereto; (ix) Promptly upon the related Consolidated statements commencement or increase of income contributions to, the adoption of, or operations and cash flows for an amendment to, a Plan by Lessee or an ERISA Affiliate, if such Fiscal Quarter and for the portion commencement or increase of Holdings’ Fiscal Year then endedcontributions, setting forth adoption, or amendment could reasonably be expected to result in each case a net increase in comparative form the figures for the corresponding Fiscal Quarter unfunded liability to Lessee or an ERISA Affiliate in excess of $10,000,000, a calculation of the previous Fiscal Year and the corresponding portion net increase in unfunded liability; (x) Promptly after filing or receipt thereof by Lessee or any ERISA Affiliate, copies of the previous Fiscal Year and following: (A) Any notice received from the PBGC of intent to terminate or have a trustee appointed to administer any Pension Plan; (B) Any notice received from the figures as set forth in sponsor of a Multiemployer Plan concerning the projections delivered imposition, delinquent payment, or amount of withdrawal liability; (C) Any demand by the PBGC under Subtitle D of Title IV of ERISA; and (D) Any notice received from the IRS regarding the disqualification of a Plan intended to qualify under Section 401(a) of the Code; (xi) Within forty-five (45) days of the date thereof, or, if earlier, on the date of delivery of any Financial Statements pursuant to clause (i) or (ii) of this Section 6.01(c18.1(a), all notice of any change in reasonable detailaccounting policies or financial reporting practices by Lessee or any of the Significant Subsidiaries that is expected to affect (or has affected) materially under GAAP the consolidated financial condition of Lessee and its Subsidiaries; (xii) Promptly after the occurrence thereof, certified notice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving Lessee or any of its Subsidiaries which could result in an Material Adverse Effect; (xiii) Upon request from time to time of Agent or Lessor, the Swap Termination Values, together with a description of the method by which such values were determined, relating to any then-outstanding Rate Contracts to which Lessee or any of its Subsidiaries is a party; (xiv) Prompt written notice of any change in Lessee’s fiscal year; (xv) Prompt written notice of any Person or Subsidiary not identified on Schedule 17.1(l) that becomes a Significant Subsidiary after the Delivery Date; (xvi) Prompt written notice of a Material Adverse Effect; and (xvii) Such other information respecting the operations, properties, business or condition (financial or otherwise) of Lessee or the Significant Subsidiaries as Agent or Lessor may from time to time reasonably request. Each notice pursuant to clauses (vi)-(xvii) of this Section 18.1(a) shall be accompanied by a written statement by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects Lessee setting forth details of the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only occurrence referred to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustmentstherein, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously stating what action Lessee proposes to take with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesrespect thereto.

Financial Statements and Other Reports. Deliver Company will deliver to the Administrative Agent, in form Agent and detail reasonably acceptable to the Administrative AgentLenders: (i) QUARTERLY FINANCIALS: (a) as soon as available, but in any event within 105 no later than 45 days after the end first three Fiscal Quarters of each Fiscal Year of HoldingsYear, a Consolidated the consolidated balance sheet of Holdings Company, its Subsidiaries and its Unrestricted Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year and the related consolidated statements of Holdings (commencing with the income and cash flows of Company, its Subsidiaries and its Unrestricted Subsidiaries for such Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet and for the period from the beginning of Holdings and its Subsidiaries as at the then current Fiscal Year to the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (cb) as soon as available, promptly when available but in any event no later than 60 days after the end of the first three Fiscal Quarters of each Fiscal Year Year, the consolidated balance sheet of Holdings commencing Company and its Subsidiaries as at the end of each Fiscal Quarter and the Fiscal Year ending February 23, 2013, an annual budget related consolidated statements of Holdings income and cash flows of Company and its Subsidiaries on a Consolidated basis for such Fiscal Quarter and for the following period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case (under both clauses (a) and (b) above) in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, as customarily prepared all in reasonable detail and certified (in the case of both clauses (a) and (b) above) by management the chief financial officer of Company that they fairly present, in all material respects, the Loan Parties for financial condition of Company, its internal use of Holdings Subsidiaries and its Unrestricted Subsidiaries or Company and its Subsidiaries; and (d) simultaneously with , as the delivery of each set of financial statements referred to in Section 6.01(a) case may be, as at the dates indicated and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings their operations and their cash flows for the period covered by such financial statements compared periods indicated, subject to the corresponding prior year period changes resulting from audit and the key factors (as determined in good faith by the Borrower) causing such changes.normal year-end adjustments;

Financial Statements and Other Reports. Deliver to For so long as any Certificates remain Outstanding, the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentFacility Lessees shall furnish: (a) to Certificateholders, Certificate Owners and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as soon as available, but in any event within 105 days after the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at Certificates are not freely transferable under the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;Securities Act; and (b) as soon as availableto the Pass Through Trustee, but who in any event turn shall provide such information, upon a Certificate Owner Request, to Certificateholders and Certificate Owners: (i) within 50 60 days after following the end of each of the first three Fiscal Quarters fiscal quarters of the Facility Lessees during each Fiscal Year fiscal year, a copy of Holdings Form 10-Q (commencing or any successor form) filed by the Facility Lessees with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows SEC for such Fiscal Quarter and fiscal quarter, or if the Facility Lessees are not then subject to the reporting requirements of the Exchange Act, unaudited consolidated quarterly financial statements for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures Facility Lessees for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotessuch fiscal quarter; (cii) as soon as available, but in any event no later than 60 within 120 days after the end of each Fiscal Year of Holdings commencing at following the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management fiscal year of the Loan Parties Facility Lessees, a copy of the Form 10-K (or any successor form) filed by the Facility Lessees with the SEC for its internal use such fiscal year, or, if the Facility Lessees are not then subject to the reporting requirements of Holdings and its Subsidiariesthe Exchange Act, audited consolidated annual financial statements; and (diii) simultaneously within 20 days after the occurrence thereof, (A) a copy of any current report on Form 8-K (or any successor form) filed by the Facility Lessees with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) aboveSEC, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any, and (B) from such financial statements notice of the following events (1) a Change of Control; (2) any litigation or claim against the Facility Lessees, or the South Point, Broad River and RockGen which could reasonably be expected to have a management narrative report providing reasonable detail on Material Adverse Effect; (3) the financial results appointment of Holdings a receiver over any of the Facility Lessees or the confirmation of a plan of reorganization or liquidation for any of the period covered by such financial statements compared to Facility Lessees; or (4) the corresponding prior year period and resignation or dismissal of the key factors (as determined in good faith independent accountants engaged by the Borrower) causing such changesFacility Lessees.

Financial Statements and Other Reports. Deliver The Borrower will furnish or cause to be furnished financial statements and other monthly, quarterly or other periodic reports to the Administrative Agent, in form Agent and detail reasonably acceptable to each of the Administrative AgentLenders as follows: (a) as soon as availablewithin ninety (90) days after the close of each fiscal year, but the consolidated balance sheets and consolidated statements of income, retained earnings and cash flows (the "Financial Statements") for such year, in any event reasonable detail, and, setting forth in comparative form the corresponding figures for the preceding year, prepared pursuant to agreed upon procedures and in accordance with generally accepted accounting principles consistently applied, accompanied by a report of an independent certified public accountant selected by Borrower and approved by the Agent; (b) within 105 forty-five (45) days after the end of each Fiscal Year Quarter of Holdingseach fiscal year, the unaudited balance sheet, income statement and a Consolidated balance sheet statement of Holdings and its Subsidiaries cash flows similar to those required by clause (a) above (but with a requirement as at to comparison with the prior year) as of the end of such Fiscal Year, Quarter and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures Quarter then ended and for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet from the beginning of Holdings and its Subsidiaries as at the current fiscal year to the end of such Fiscal Quarter, prepared in accordance with generally accepted accounting principles consistently applied and certified as to preparation in accordance with generally accepted accounting principles and that such statements fairly present the related Consolidated statements financial condition of income or operations and cash flows for such Fiscal Quarter the Borrower at the dates thereof and for the portion of Holdings’ Fiscal Year periods then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the Borrower by its chief financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAPofficer, subject only to changes resulting from audit and normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after at the end delivery of each Fiscal Year quarterly and annual statement, a detailed computation showing compliance with the Financial Covenants certified by the chief financial officer of Holdings commencing the Borrower or other designated officer of Borrower acceptable to Agent ("Compliance Certificate"); and further certifying that such officer has caused this Agreement to be reviewed and has no knowledge of any Default by it in the performance or observance of any of the provisions hereof, during such month or at the end of such year, or, if such officer has such knowledge, specifying each Default and the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; andnature thereof; (d) simultaneously on a quarterly basis: (i) a certification by the chief financial officer of the Borrower as to the progress of construction and the ability of the Borrower to complete the Permitted Construction Projects in the time required by the Permitted Construction Lender or under any presale contracts with respect to such Project, and evidence that no default or event of default under the Permitted Construction Loan and that all requirements and conditions for further advances thereunder have been met, together with: (i) the most recent construction inspector report for each Permitted Construction Loan and (ii) at the request of the Agent, copies of all reports of construction inspectors and architects retained to render periodic construction reports to the Permitted Construction Loans Lenders, copies of the applicable budgets and other financial information relevant to the Permitted Construction Projects; (ii) evidence that the Term Loan is in Balance; (iii) copies of all title endorsements and title policies applicable to the Projects. (e) promptly upon receipt thereof, copies of all management letters which are submitted to Borrower by its independent accountants in connection with any annual or interim audit of Borrower's books made by such accountants; (f) Borrower shall submit to the Agent and the Lenders updated versions of the Budget and Cash Flow Projections on a semi-annual basis and Loan Reserve Analysis quarterly or at such earlier times as may be requested by the Agent; (g) The Borrower shall submit to the Agent an updated version of the Loan Reserve Analysis on a quarterly basis. The Loan Reserve Analysis shall provide an analysis of the rolling five month interest obligations with respect to the Term Loans and evidence that the Interest Reserve is in sufficient amount to fully fund the five month pro forma interest requirement. The Borrower shall provide the Agent with all necessary support in performing any due diligence required to verify the information reported in the updated Loan Reserve Analysis and Budget. In the event of a dispute as to such calculation, the Agent's calculation shall control; (h) on a quarterly basis, a Budget variance report as to each category of the Budget setting forth the current status of the Budget and the variance of the categories thereof on an incurred basis during the previous quarter; (i) on a monthly basis, a report showing the total number and dollar value of sales of all units at all Projects, including the total units closed with the delivery of each set of financial statements referred to in Section 6.01(a) total purchase price and Section 6.01(b) aboveNet Proceeds, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries total units under contract including purchase price and variable interest entities (if any) from such financial statements total deposit, and a management narrative status report providing reasonable detail on of such contracts and closings as to the financial results of Holdings amounts projected for the period covered by such financial statements compared to month in the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changes.Budget;

Financial Statements and Other Reports. Deliver For so long as the Investor has the right to designate a Designee to the Administrative AgentBoard of Directors pursuant to Section 2.01, in form and detail reasonably acceptable the Company will deliver, or cause to be delivered, to the Administrative AgentInvestor, only upon written request by the Investor, the following information: (a) the then-current budget (on a monthly basis) for the Company and its Subsidiaries (including consolidating and consolidated statements of operations) for the current fiscal year and, if and when available (which shall in no event be later than the later of 30 days (i) prior to the end of the preceding fiscal year and (ii) following the date of the request), for the following fiscal year; (b) as soon as available, but available and in any event within 105 on or before the date that is 45 days after the later of (i) the end of each Fiscal Year applicable month for which such information is requested and (ii) the date of Holdingssuch request, consolidating and consolidated statements of operations of the Company and its Subsidiaries for such month and for the period from the beginning of the current fiscal year to the end of such month and a Consolidated consolidated balance sheet of Holdings the Company and its Subsidiaries as at the end of such Fiscal Yearperiod and setting forth, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case case, in comparative form the form, figures for the previous Fiscal Yearcorresponding month and period in the preceding fiscal year and the budget for such month and for the period from the beginning of the current fiscal year to the end of such month, all in reasonable detail and prepared certified by an authorized financial officer of the Company as fairly presenting in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (bc) as soon as available, but practicable and in any event within 50 on or before the date that is 45 days after the later of (i) the end of each applicable fiscal quarter of the first three Fiscal Quarters Company for which such information is requested and (ii) the date of each Fiscal Year such request, consolidating and consolidated statements of Holdings (commencing with operations and cash flow of the Fiscal Quarter ending May 26, 2012), Company and its Subsidiaries for such quarter and for the period from the beginning of the current fiscal year to the end of such quarter and a Consolidated consolidated balance sheet of Holdings the Company and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then endedquarter, setting forth forth, in each case case, in comparative form the form, figures for the corresponding Fiscal Quarter of quarter in the previous Fiscal Year preceding fiscal year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)budget for such quarter, all in reasonable detail, and certified by a Responsible Officer on behalf an authorized financial officer of Holdings the Company as fairly presenting in all material respects the financial conditioncondition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP; (d) as soon as available and in any event on or before the date that is 120 days after the later of (i) the end of each applicable fiscal year of the Company for which such information is requested and (ii) the date on which such information is requested, results consolidating and consolidated statements of operations, shareholders’ equity and cash flows flow of Holdings the Company and its Subsidiaries for such fiscal year, and the related consolidating and consolidated balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, setting forth, in each case, in comparative form, corresponding consolidated and consolidating figures from the preceding fiscal year, all in reasonable detail and accompanied (i) in the case of such consolidated statements and balance sheet of the Company, by an opinion thereon of independent certified public accountants of recognized national standing (which shall be generally recognized as one of the “Big Four” independent public accounting firms), which opinion shall state that such consolidated financial statements fairly present the consolidated financial condition and results of operations of the Company and its Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP, subject only and (ii) in the case of such consolidating statements and balance sheets, by a certificate of an authorized financial officer of the Company, which certificate shall state that such consolidating financial statements fairly present, in all material respects, the respective individual unconsolidated financial condition and results of operations of the Company and of each of its Subsidiaries, in each case in accordance with GAAP, consistently applied, as at the end of, and for, such fiscal year; (e) if requested in advance, promptly upon transmission thereof to normal year-end audit adjustmentsthe shareholders of the Company generally or to any other security holder of the Company, including, but not limited towithout limitation, purchase accounting adjustmentsany holder of debt, copies of all financial statements, notices, certificates, annual reports and the absence of footnotesproxy statements so transmitted; (cf) if requested in advance, promptly upon receipt thereof, a copy of each other report submitted to the Company or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit of the books of the Company or any of its Subsidiaries made by such accountants, or any management letters or similar document submitted to the Company or any of its Subsidiaries by such accountants; (g) if requested in advance, promptly upon any material revision to the budgets referred to in paragraph (a) above, such monthly budgets, as soon as availablerevised; (h) if requested in advance, but in promptly upon any officer of the Company obtaining knowledge thereof, notice of any event no later than 60 days after of default under any credit agreement, loan agreement or indenture that the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its SubsidiariesCompany is party to; and (di) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) reasonable promptness, such other information and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared data with respect to the corresponding prior year period and Company or any of its Subsidiaries as the key factors (as determined in good faith by the Borrower) causing such changesInvestor may reasonably request.

Financial Statements and Other Reports. Deliver Borrower will furnish or cause to be furnished financial statements and other monthly, quarterly or other periodic reports to Lead Agent and each of Lenders with respect to the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentConsolidated Group as follows: (a) as soon as availablewithin ninety (90) days after the close of each Fiscal Year, but the consolidated audited balance sheets and audited consolidated statements of income, retained earnings and cash flows (the "Financial Statements") for such year, and, setting forth in any event comparative form the corresponding figures for the preceding year, prepared in accordance with generally accepted accounting principles consistently applied, accompanied by a report and unqualified opinion of Pricewaterhouse; (b) within 105 forty-five (45) days after the end of each Fiscal Year Quarter of Holdingseach Fiscal Year, the unaudited consolidated balance sheet, consolidated income statement and a Consolidated balance sheet consolidated statement of Holdings and its Subsidiaries cash flows similar to those required by clause (a) above (but with a requirement as at to comparison with the prior year) as of the end of such Fiscal Year, Quarter and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet from the beginning of Holdings and its Subsidiaries as at the current Fiscal Year to the end of such Fiscal Quarter, prepared in accordance with generally accepted accounting principles consistently applied and certified as to preparation in accordance with generally accepted accounting principles and that such statements fairly present the related financial condition of the Consolidated statements of income or operations and cash flows for such Fiscal Quarter Group at the dates thereof and for the portion of Holdings’ Fiscal Year periods then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the Borrower by its chief financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAPofficer, subject only to changes resulting from audit and normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as availableat the delivery of each quarterly and annual statement, but a detailed computation showing compliance with the Financial Covenants certified by the chief financial officer of Borrower or other designated officer of Borrower acceptable to Lead Agent in the form of Exhibit E attached hereto ("Compliance Certificate"), and further certifying that such officer has caused this Agreement to be reviewed and has no knowledge of any event no later than 60 Default by it in the performance or observance of any of the provisions hereof, during such quarter or at the end of such year, or, if such officer has such knowledge, specifying each Default and the nature thereof; (d) a report from Pricewaterhouse certifying, without material qualification, (i) within ninety (90) days after of the end of each Fiscal Year of Holdings commencing at Year, the end compliance by Borrower with the Financial Covenants, and the accuracy of the Fiscal Year ending year-end Borrowing Base Report, and (ii) such other financial matters relating to Borrower as Lead Agent from time to time reasonably requests; (e) promptly upon receipt thereof or at Lead Agent's request, copies of all management letters, which are submitted to Borrower by its independent accountants in connection with any annual or interim audit of any member of the Consolidated Group's books of the Consolidated Group made by such accountants; (f) a Borrowing Base Report in such form and at such times specified in Section 10.11; (g) on or before January 31 of each year, a budget for such year for the Consolidated Group and on or before February 2328 of each year, 2013a two (2) year projected balance sheet, an annual budget income statement, cash flow statement and Financial Covenants; (h) within five (5) Business Days of Holdings the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Borrower, including without limitation, each Form 10-K and its Subsidiaries Form 10-Q; (i) not later than ten (10) Business Days after the Borrower receives notice of the same from either of the Rating Agencies or otherwise learns of the same, notice of the issuance of any change in the Debt Rating by either of the Rating Agencies, together with the details thereof, and of any announcement by either of the Rating Agencies that any such Debt Rating is "under review" or that any such Debt Rating has been placed on a Consolidated basis for the following Fiscal Year, as customarily prepared watch list or that any similar action has been taken by management either of the Loan Parties for its internal use of Holdings and its SubsidiariesRating Agencies (collectively a "Rating Notice"); and (dj) simultaneously with the delivery of each set such other periodic reports, financial statements, other information as Lead Agent from time to time reasonably requests, on a monthly, quarterly or other periodic basis, including, without limitation, periodic reports of financial statements referred to in Section 6.01(a) information, construction progress, inventory, marketing and Section 6.01(b) abovesales results, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changescompliance with financial, environmental or other covenants.

Financial Statements and Other Reports. Deliver The Company will maintain, and cause each of its Subsidiaries to the Administrative Agentmaintain, a system of accounting established and administered in form and detail reasonably acceptable accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to the Administrative Agent: (ai) Monthly Financials: as soon as available, but available and in any event within 105 thirty (30) days after each calendar month-end commencing with the calendar month ending October 31, 1998, or in the case of the third month of any fiscal quarter, within forty-five (45) days after the end of such month, (a) the respective consolidated balance sheets as at the end of each fiscal month of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ENR Group and the ESP Group, in each case, together with the related consolidated statements of income, and consolidated statement of cash flows of each such Group for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth, in the case of statements of income only, in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to subsection 6.1(xiii), all prepared in accordance with the GAAP and in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of each such Group as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (b) the consolidating work sheets of each of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group (as an integrated unit) and the ENR Group (as an integrated unit) as the end of each fiscal month for the period from the beginning of the then current Fiscal Year to the end of such month, all prepared in accordance with the GAAP and in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group (as an integrated unit) and the ENR Group (as an integrated unit) as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and (c) a narrative report describing the operations of each of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group and the ENR Group taken as a whole, in the form prepared for presentation to senior management for such month and for the period from the beginning of the then current Fiscal Year to the end of such month; (ii) Quarterly Financials: as soon as available and in any event within forty-five (45) days after the end of each Fiscal Year Quarter commencing with the Fiscal Quarter ending September 30, 1998, (a) the respective consolidated balance sheets of Holdingsthe Company Group, a Consolidated balance sheet of Holdings the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group and its Subsidiaries the ENR Group as at the end of such Fiscal Year, Quarter and the related Consolidated consolidated statements of income or operationsand consolidated statement of cash flows each such Group for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, shareholders’ equity setting forth, in the case of statements of income only, in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to subsection 6.1(xiii), all prepared in accordance with the GAAP and in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of each such Group as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (if availableb) the consolidating work sheets of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group (as an integrated unit) and the ENR Group (as an integrated unit) as the end of such Fiscal Quarter for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, all prepared in accordance with the GAAP and in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group (as an integrated unit) and the ENR Group (as an integrated unit) as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and (c) a narrative report describing the operations of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group and the ENR Group, in each case, taken as a whole, in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (iii) Year-End Financials: as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, (a) the respective consolidated balance sheets of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group and the ENR Group as at the end of such Fiscal Year and the related consolidated statements of income and consolidated statement of cash flows of each such Group for such Fiscal Year, setting forth forth, in each the case of statements of income only, in comparative form the corresponding figures for the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast delivered pursuant to subsection 6.1(xiii) for the Fiscal Year covered by such financial statements, all prepared in accordance with the GAAP and in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of each such Group as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (b) the consolidating work sheets of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group (as an integrated unit) and the ENR Group (as an integrated unit) at the end of such Fiscal Year for such Fiscal Year, all prepared in accordance with the GAAP and in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group (as an integrated unit) and the ENR Group (as an integrated unit) as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (c) a narrative report describing the operations of the Company Group, the Company Group excluding Excluded Foreign Subsidiaries, the ESP Group and the ENR Group, in each case, taken as a whole, in the form prepared for presentation to senior management for such Fiscal Year; and (d) in accordance with GAAPthe case of such consolidated financial statements of the Company Group, audited and accompanied by a report thereon of independent certified public accountants of recognized national standing selected by the Company and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such auditstandards; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changes.

Financial Statements and Other Reports. Deliver The Borrowers will maintain, and cause each of their Subsidiaries to the Administrative Agentmaintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. The Company will deliver (or, in form the case of clause (i) below, make certain Officers available) to each Lender and detail reasonably acceptable to the Administrative AgentAgents as follows: (ai) within 30 days after the end of each month ending after the Closing Date, the Company will make available to the Lenders, Officers of the Company who have responsibility for, or are knowledgeable with respect to, financial and accounting matters of the Company and its Subsidiaries, to discuss with the Lenders the Company's results of operations and financial condition for each such month based on the most recent financial information reasonably available to such Officers; provided, that the -------- Company will not be required to comply with this clause (i) more than once during each such 30 day period; (ii) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, (1) the consolidated balance sheets of the Company and its Subsidiaries as at the end of such fiscal quarter, (2) the related consolidated statements of income, stockholders' equity and cash flows for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast for the current fiscal year delivered pursuant to Section 5.1(x), all in reasonable detail and certified by the chief financial officer or the controller of the Company that they fairly present in all material respects the financial condition of the Company and its Subsidiaries at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (3) the Company's 51 quarterly report on Form 10-Q for such quarterly period, and (4) only if the Company does not file quarterly reports on Form 10-Q with the Commission, a narrative report describing the operations of the Company and its Subsidiaries (in the form of management's discussion and analysis of such operations which would comply with the disclosure requirements of the Exchange Act and rules and regulations promulgated thereunder with respect to management's discussion and analysis set forth in quarterly reports on Form 10-Q) prepared for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter; (iii) as soon as available, but in any event within 105 ninety 90 days after the end of each Fiscal Year (i) the fiscal year of Holdingsthe Company ending on December 31, 1998, a Consolidated copy of the joint balance sheet of Holdings the Business and the Company and its consolidated Subsidiaries as at the end of such fiscal year and the related joint statements of income and retained earnings and of cash flows of the Business and the Company and its consolidated Subsidiaries for such year, audited by a firm of independent certified public accountants of nationally recognized standing reasonably acceptable to the Agent, (x) setting forth in comparative form the figures for the Business for the previous year, reported on without a "going concern" or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification and (y) prepared in a manner consistent with the annual audited financial statements of the Business for the fiscal year ended on December 31, 1997 previously delivered to the Agents and the Lenders (giving effect to the Acquisition as if it had occurred on January 1, 1998 and taking into account expense adjustments, as applicable, for selling, general and administrative expenses and for expenses incurred pursuant to the JV Supply and Service Contracts); and (ii) each fiscal year of the Company thereafter, (1) the consolidated balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Yearfiscal year, and (2) the related Consolidated consolidated statements of income or operationsincome, shareholders’ stockholders' equity (if available) and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearfiscal year and the corresponding figures from the consolidated plan and financial forecast for the current fiscal year delivered pursuant to section 5.l(x) for the fiscal year covered by such financial statements, all in reasonable detail and certified by the chief financial officer or the controller of the Company that they fairly present in all material respects the financial condition of the Company and its Subsidiaries, at the dates indicated and the results of their operations and their cash flows for the periods indicated, (3) the Company's annual report on Form 10-K for such year, (4) only if the Company does not file annual reports on Form 10-K with the Commission, a narrative report describing the operations of the Company and its Subsidiaries (in the form of management's discussion and analysis of such operations which would comply with the disclosure requirements of the Exchange Act and rules and regulations promulgated thereunder with respect to management's discussion and analysis set forth in annual reports on Form 10-K) prepared for such fiscal year, and (5) in accordance with GAAPthe case of such consolidated financial statements, audited and accompanied by a report and opinion thereon of Ernst & Young LLP or another Registered Public Accounting Firm independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agentnational standing, which report and opinion shall be prepared unqualified as to scope of audit, shall express no doubts about the ability of the Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such auditstandards; (biv) as soon as availabletogether with each delivery of financial statements pursuant to Sections 5.1(ii) and (iii) above, but in any event within 50 days after the end of each (a) an Officers' Certificate of the first three Fiscal Quarters Company stating that the signers have reviewed the terms of each Fiscal Year of Holdings (commencing with this Agreement and the Fiscal Quarter ending May 26Bridge Notes and have made, 2012)or caused to be made under their supervision, a Consolidated balance sheet review in reasonable detail of Holdings the transactions and condition of the Company and its Subsidiaries as during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such Fiscal Quarteraccounting period, and that the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter signers do not have knowledge of the previous Fiscal Year and the corresponding portion existence as of the previous Fiscal Year date of the Officers' Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all take with respect thereto and (b) a Compliance Certificate demonstrating in reasonable detail, certified by a Responsible Officer on behalf of Holdings detail compliance (as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries determined in accordance with GAAP) during and at the end of such accounting periods with the restrictions contained in Sections 6.1, subject only 6.2, 6.3, 6.4, 6.5, 6.7, 6.8, 6.9 and 6.13; (v) together with each delivery of consolidated financial statements pursuant to normal year-end Section 5.1(iii) above, a written statement by the independent certified public accountants giving the report thereon (a) stating whether, in connection with their audit adjustmentsexamination, any condition or event that constitutes an Event of Default or Potential Event of Default that relates to accounting matters has come to their attention and, if any such condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be -------- liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit examination, and (b) stating that based on their audit examination nothing has come to their attention that causes them to believe that the information contained in the Compliance Certificates delivered therewith is not correct; (vi) promptly upon receipt thereof, copies of all reports in final form (other than reports of a routine or ministerial nature which are not material) submitted to the Company by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Company and its Subsidiaries made by such accountants, including, but not limited towithout limitation, purchase accounting adjustments, and the absence of footnotesany comment letter submitted by such accountants to management in connection with their annual audit; (vii) promptly upon the sending or filing thereof, copies of (a) all financial statements, reports, notices and proxy statements sent or made available generally by the Company to its public security holders or by any Subsidiary of the Company to its public security holders other than the Company or another Subsidiary of the Company, (b) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the Commission or any governmental authority (other than reports of a routine or ministerial nature which are not material), and (c) all press releases and other statements made available generally by the Company or any of its Subsidiaries to the public concerning material developments in the business of the Company or any of its Subsidiaries; (viii) promptly upon any executive officer of either of the Borrowers obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any notice to either of the Borrowers or any Subsidiary of either of the Borrowers or taken any other action with respect to a claimed default or event or condition which might result in an Event of Default referred to in Section 7.2, (c) of any condition or event which would be required to be disclosed in a current report filed with the Commission on Form 8-K whether or not the Company is required to file such reports under the Exchange Act, or (d) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrowers have taken, are taking and propose to take with respect thereto; (ix) promptly upon any executive officer of either of the Borrowers obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), Environmental Claim, governmental investigation or arbitration against or affecting either of the Borrowers or any of their Subsidiaries or any property of either of the Borrowers or any of their Subsidiaries not previously disclosed in writing by either of the Borrowers to the Lenders or (Y) any material development in any proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the JV Transactions; written notice thereof together with such other information as may be reasonably available to either of the Borrowers or any of their Subsidiaries to enable the Lenders and their counsel to evaluate such matters; (x) as soon as available, practicable but in any event no later than 60 45 days after following the end first day of each Fiscal Year of Holdings commencing at the end fiscal year a forecast for each of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management next succeeding twelve months of the Loan Parties for its internal use consolidated balance sheet and the consolidated statements of Holdings income, cash flow and cash position of the Company and its Subsidiaries, together with an outline of the major assumptions upon which the forecast is based. Together with each delivery of financial statements pursuant to Sections 5.1(ii) and (iii) above, the Company shall deliver a comparison of the current year to date financial results against the budget required to be submitted pursuant to this Section 5.1(x); (xi) in writing, promptly upon any Officer of either of the Borrowers obtaining knowledge that the Company or any of its Subsidiaries has received notice or otherwise learned of any Environmental Claim or other claim, demand, action, event, condition, report or investigation indicating any potential or actual liability arising in connection with (x) the non-compliance with or violation of the requirements of any Environmental Law which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (y) the release, threatened release or presence of any Hazardous Material in the environment which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which either of the Borrowers or any of their Subsidiaries would have a duty to report to a Tribunal under an Environmental Law, or (z) the existence of any Environmental Lien on any properties or assets of either of the Borrowers or any of their Subsidiaries; (xii) promptly after the availability thereof, copies of all material amendments to the certificate of incorporation or by-laws of the Company or any of its Subsidiaries; (xiii) promptly upon any Person becoming a Subsidiary of the Company, a written notice setting forth with respect to such Person (a) the date on which such Person became a Subsidiary of the Company and (b) the ownership structure and jurisdiction of incorporation of such Person; and (dxiv) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) reasonable promptness such other information and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared data with respect to the corresponding prior year period and the key factors (Company or any of its Subsidiaries or any of their respective properties, businesses or assets as determined in good faith from time to time may be reasonably requested by the Borrower) causing such changesany Lender; provided that no information or data -------- shall be required to be delivered hereunder or under any other provision of this Agreement if it would violate any applicable attorney-client or accountant-client privilege.

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent:Lender: -------------------------------------- (a) as As soon as available, but available and in any event within 105 twenty (20) days after the end of each Fiscal Year calendar month, statements of Holdingsincome and changes in stockholders' equity of the Company (and, if applicable, its Subsidiaries, on a Consolidated consolidated basis) for the immediately preceding month and for the period from the beginning of the then-current fiscal year to the end of such calendar month, and the related balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Yearcalendar month, all in reasonable detail and prepared certified as to the fairness of presentation by the chief financial officer of the Company, subject, however, to year-end audit adjustments. (b) As soon as available and in accordance with GAAPany event within ninety (90) days after the close of each fiscal year of the Company, audited statements of income, changes in stockholders' equity and cash flow of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) for such year, and the related balance sheet as at the end of such year (setting forth in comparative form the corresponding figures for the preceding fiscal year), all in reasonable detail and accompanied by a report an opinion in form and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing substance satisfactory to the Lender and prepared by an accounting firm reasonably satisfactory to the Administrative AgentLender, which or other independent certified public accountants of recognized standing selected by the Company and acceptable to the Lender, as to said financial statements and a certificate signed by the chief financial officer of the Company stating that said financial statements fairly present the financial condition and results of operations of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) as at the end of, and for, such year. (c) Together with each delivery of financial statements required in this Section 6.2, an Officer's Certificate substantially in the form of Exhibit I-SF hereto: (1) setting forth in reasonable detail all ------------ calculations necessary to show that the Company is in compliance with the requirements of Sections 6.14, 7.6, 7.7 and 7.8 hereof as of the end of such month or year (or, if the Company is not in compliance, showing the extent of non-compliance and specifying the period of non-compliance and what actions the Company has taken, is taking or proposes to take with respect thereto); (2) certifying that the Company was, as of the end of the period, in compliance and in good standing with applicable HUD, GNMA, or Investor net worth requirements; and (3) stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and conditions of the Company (and, if applicable, its Subsidiaries) during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as of the date of the Officer's Certificate, of any Default or Event of Default, or if any Default or Event of Default existed or exists, specifying the nature and period of the existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto. (d) Weekly or more frequently as the Lender may from time to time request, a commitment summary and pipeline report substantially in the form of Exhibit L (the "Commitment Summary Report") dated as of the close --------- of business on the last Business Day of each week and opinion provided to the Lender by facsimile by 10:00 a.m. on the next succeeding Business Day of the following week, and the signed original thereof shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as sent to the scope of Lender by first class mail on such audit;next succeeding Business Day. (be) as As soon as available, but available and in any event within 50 twenty (20) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012)calendar month, a Consolidated balance sheet of Holdings and its Subsidiaries as at consolidated report (the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c"Servicing Portfolio Report") as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Yearcalendar month detailing, as customarily prepared to all Mortgage Loans the servicing rights to which are owned by management the Company (specified by investor type, recourse and non-recourse) regardless of whether such Mortgage Loans are Pledged Mortgages and which report shall indicate Mortgage Loans which (A) are current and in good standing, (B) are more than 30, 60 or 90 days past due, respectively, (C) are, for Mortgage Loans serviced with recourse, more than three hundred sixty (360) days past due, (D) are the subject of pending bankruptcy or foreclosure proceedings, or (E) have been converted (through foreclosure or other proceedings in lieu thereof) by the Company into real estate owned by the Company. (f) Reports in respect of the Loan Parties for Pledged Mortgages, the Pledged Securities and the Servicing Collateral, in such detail and at such times as the Lender in its internal use of Holdings and its Subsidiaries; anddiscretion may reasonably request at any time or from time to time. (dg) simultaneously Copies of all regular or periodic financial and other reports, if any, which the Company shall file with the delivery Securities and Exchange Commission or any governmental agency successor thereto, copies of each set any audits completed by GNMA, FNMA or FHLMC and copies of financial statements referred to in Section 6.01(athe Mortgage Bankers' Financial Reporting Forms (FHLMC Form 1055/FNMA Form 1002) and Section 6.01(b) above, which the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesCompany shall have filed with FNMA or FHLMC.

Financial Statements and Other Reports. Deliver Provide to Bank all of the Administrative Agentfollowing, in form and detail reasonably acceptable satisfactory to the Administrative AgentBank: (a) as soon as available, but in any event within 105 not later than 120 days after the end of each Fiscal Year fiscal year of HoldingsBorrower, a Consolidated consolidated balance sheet of Holdings Borrower and its Subsidiaries consolidated subsidiaries as at of the end of such Fiscal Year, fiscal year and the related Consolidated consolidated statements of income or operations, shareholders’ ' equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm registered independent public accounting firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such auditstanding; (b) as soon as available, but in any event within 50 not later than 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012)Borrower, a Consolidated consolidated balance sheet of Holdings Borrower and its Subsidiaries consolidated subsidiaries as at of the end of such Fiscal Quarter, fiscal quarter and the related Consolidated consolidated statements of income or operations operations, shareholders' equity and cash flows for such Fiscal Quarter fiscal quarter and for the portion of Holdings’ Fiscal Year such fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf the chief executive officer, chief financial officer, treasurer, or corporate controller of Holdings Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity operations and cash flows of Holdings Borrower and its Subsidiaries consolidated subsidiaries in accordance with GAAPgenerally accepted accounting principles, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, adjustments and the absence of footnotes; (c) contemporaneously with the reports described in the preceding Section 4.3(b), a report of litigation pending, or to the best of Borrower's knowledge threatened, against Borrower, provided such reports (i) have been certified as soon to their accuracy by the chief executive officer, chief financial officer, treasurer, or corporate controller of Borrower, and (ii) disclose, at a minimum, all claims in excess of $500,000 or $1,500,000 in the aggregate; (d) either (i) such written and/or oral authorizations as availablemay be necessary in order to permit the Bank to obtain duplicate copies of brokerage statements and statements of balances for the brokerage and deposit accounts secured by the Security Agreement, but in any event no or (ii) not later than 60 15 days after and as of the end of each Fiscal Year month, a brokerage statement and statement of Holdings commencing at balances for the end brokerage and deposit accounts secured by the Security Agreement; (e) contemporaneously with each annual and quarterly financial statement required hereby, a certificate of the Fiscal Year ending February 23chief executive officer, 2013chief financial officer, treasurer, or corporate controller of Borrower that there exists no Event of Default nor any condition, act or event which with the giving of notice or the passage of time or both would constitute an annual budget Event of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its SubsidiariesDefault; and (df) simultaneously from time to time such other information regarding the financial condition or operation of Borrower or compliance with the delivery of each set of Loan Documents as Bank may reasonably request. All financial statements referred required to in be delivered pursuant to Section 6.01(a4.3(a) and Section 6.01(bor (b) abovemay be delivered electronically and, if so delivered, shall be deemed to have been delivered on the related consolidating financial statements reflecting date (i) on which Borrower posts such documents, or provides a link to such documents, on Borrower's website on the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities Internet at xxx.xxxxxxxxxxxxxxxx.xxx or (ii) on which such documents are posted on Borrower's behalf on an internet or intranet website, if any, to which Bank has access (whether a commercial or third party website or whether sponsored by Bank); provided that (A) from Borrower shall deliver paper copies of such financial statements documents to Bank if Bank so requests and a management narrative report providing reasonable detail on (B) Borrower shall notify Bank (by telecopier or electronic mail) of the financial results posting of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesdocuments.

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable satisfactory to the Administrative AgentMajority Lenders: (a) as soon as available, but in any event within 105 one hundred twenty (120) days after the end of each Fiscal Year fiscal year of HoldingsParent, a Consolidated consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Consolidated Group, as determined in accordance with GAAP, as at the end of such Fiscal Yearfiscal year, and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm an independent certified public accountant of nationally recognized standing reasonably satisfactory acceptable to the Administrative AgentAgent (which may be Xxxxxx and XxXxxxxxxx), which report and opinion shall be prepared in accordance with generally accepted auditing standards GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 sixty (60) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012)Parent, a Consolidated consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Consolidated Group, as determined in accordance with GAAP, as at the end of such Fiscal Quarterfiscal quarter, and the related Consolidated consolidated and consolidating statements of income or operations operations, shareholders’ equity and cash flows for such Fiscal Quarter fiscal quarter and for the portion of Holdings’ Fiscal Year Parent’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter fiscal quarter of the previous Fiscal Year fiscal year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)fiscal year, all in reasonable detail, certified by a Responsible Officer on behalf of Holdings Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries the Consolidated Group in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, adjustments and the absence of footnotes; (c) as soon as available, but and in any event no later than 60 one hundred twenty (120) days after the end of each Fiscal Year fiscal year of Holdings commencing at the end of the Fiscal Year ending February 23Parent, 2013a projected balance sheet, an annual budget of Holdings income statement and its Subsidiaries on a Consolidated basis cash flow statement for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiariesnext fiscal year; and (d) simultaneously with as soon as available, and in any event not later than one hundred twenty (120) days after the delivery end of each set fiscal year of financial statements referred to in Section 6.01(a) and Section 6.01(b) aboveParent, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings an updated Annual Budget for the period covered by (i) Borrower and (ii) Consolidated Group and, as soon as available, any material revisions to or any final revisions of any such financial statements compared projected consolidated Annual Budgets; (e) as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter of each fiscal year of Borrower, updates to Schedule 5.13 (upon the deliveries of such updates, Schedule 5.13 shall be automatically updated, without any further consent from Administrative Agent or the Lenders) to the corresponding prior year period and extent that such Schedule is not accurate or complete as of the key factors (as determined in good faith by the Borrower) causing last day of such changesfiscal quarter.

Financial Statements and Other Reports. Deliver Each of the Company and Holdings will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP, and will deliver to each of the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentLenders: (a) as soon as available, but practicable and in any event within 105 30 days after the end of each month, a consolidated balance sheet of the Company and its Consolidated Subsidiaries as at the end of such month and the related consolidated statements of operations and cash flows for such month, and for the portion of the Fiscal Year ended at the end of such month setting forth in each case in comparative form, commencing with the delivery of financial statements required by this Section 7.1(a) for the month of March, 2001, the figures for the corresponding periods of the previous Fiscal Year and the figures for such month and for such portion of the Fiscal Year ended at the end of such month set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 7.1(k), all in reasonable detail and certified by the chief financial officer of the Company as fairly presenting the financial condition and results of operations of the Company and its Consolidated Subsidiaries in all material respects and as having been prepared in accordance with GAAP applied on a basis consistent with the audited financial statements of the Company, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes; (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of HoldingsYear, a Consolidated consolidated balance sheet of Holdings the Company and its Consolidated Subsidiaries as at of the end of such Fiscal Year, Year and the related Consolidated consolidated statements of income or operations, shareholders’ stockholders' equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal YearYear and the figures for such Fiscal Year set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 7.1(k), all certified (solely with respect to such consolidated statements) without qualification by Xxxxxx Xxxxxxxx or other independent public accountants of nationally recognized standing; (c) (i) together with each delivery of financial statements pursuant to (a) and (b) above, an Officers' Certificate of the Company stating that the officers executing such certificate have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Loan Parties during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that such officers do not have knowledge of the existence as at the date of such Officers' Certificate, of any Default, or, if any such Default existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or is taking or proposes to take with respect thereto; (ii) together with each delivery of financial statements for the months of March, June, September and December, and together with each delivery of financial statement for each Fiscal Year, a compliance certificate of the chief financial officer or treasurer of the Company (x) providing details of all transactions between any Loan Party and any Person referred to in Section 8.8, (y) demonstrating in reasonable detail compliance during and at the end of such accounting period with the restrictions contained in Sections 8.13 through 8.17 and (z) if not specified in the financial statements delivered Pursuant to (a) or (b) above, as the case may be specifying the aggregate amount of interest paid or accrued and the aggregate amount of depreciation and amortization charged, during such accounting period; (iii) together with each delivery of financial statements pursuant to (b) above, a statement setting forth in reasonable detail the computation of Excess Cash Flow, if any, for such Fiscal Year, certified by the chief financial officer of the Company as having been prepared from such financial statements in accordance with GAAPthis Agreement and (Iv) together with each delivery of financial statements pursuant to (a) above and within 35 days of the end of each Fiscal Quarter, audited and accompanied by a report and opinion certificate of Ernst & Young LLP or another Registered Public Accounting Firm the chief financial officer of nationally recognized standing reasonably satisfactory to the Administrative AgentCompany updating, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to of the scope end of such Fiscal Year or Fiscal Quarter, as the case may be, Schedule 6.24(a) in respect of any notice of suspension, debarment, termination or show cause and Schedule 6.24(b) in respect of Material Government Contracts not previously listed on Schedule 6.24(b); (d) promptly upon receipt thereof, copies of all reports submitted to Holdings or the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of Holdings or the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (be) as soon as promptly upon their becoming available, but copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Holdings to its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by Holdings with any securities exchange or with the Securities and Exchange Commission or any Governmental Authority succeeding to any of its functions and (iii) all press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of any Loan Party; (f) promptly upon any officer of either Holdings or the Company obtaining knowledge (i) of the existence of any Default, or becoming aware that the holder of any Debt of any Loan Party equal to or greater than $100,000 or any Funded Debt has given any notice or taken any other action with respect to a claimed default thereunder, (ii) of any change in the Company's certified accountant or any resignation, or decision not to stand for re-election, by any member of Holdings' or the Company's board of directors (or analogous governing board), (iii) that any Person has given any notice to any Loan Party or taken any other action with respect to a claimed default under any agreement or instrument (other than the Financing Documents) to which any Loan Party is a party or by which any of their assets are bound and such default could reasonably be expected to have a Material Adverse Effect or (iv) of the institution of any litigation or arbitration involving an alleged liability of any Loan Party equal to or greater than $250,000 or any adverse determination in any litigation or arbitration involving a potential liability of any Loan Party or any of its Subsidiaries equal to or greater than $250,000, an Officers' Certificate of the Company specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including, any Default), event or condition, and what action the Company has taken, is taking or proposes to take with respect thereto; (g) promptly upon any officer of Holdings, the Company or any Subsidiary having actual knowledge that either the Company or any of its Subsidiaries (i) has received a notice of suspension, debarment, cure notice, show cause notice or notice of termination for default or (ii) is a party to any pending (or, to the actual knowledge of any such officers, there is a threat of any) suspension, debarment, issuance of a cure notice, show cause notice or termination for default issued or being pursued by any Governmental Authority or any other adverse action by a Governmental Authority or proceeding in connection with any Government Contract, an Officer's Certificate of the Company specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by any such Governmental Authority, and what action the Company has taken, is taking and proposes to take with respect thereto and, in any event, containing a copy of the applicable written notice received, if any; (h) if and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of Withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth details as to such Occurrence and action, if any, which the Company or applicable member of the ERISA Group is required or proposes to take; (i) solely to the extent prepared by the management of the Company and requested by Agent, simultaneously with the financial statements referred to in (a) above, copies of all operating plans and financial forecasts, including cash flow projections, as prepared from time to time by the management of the Company for internal use; (j) copies of any reports or notices related to taxes and any other material reports or notices received by any Loan Party from, or filed by any Loan Party with, any Federal, state or local governmental agency or body regulating, the activities of any Loan Party; (k) within 50 15 days after the conclusion of each Fiscal Year, the Company's annual operating and capital expenditure budgets and cash flow forecast for the existing Fiscal Year presented on a monthly basis, which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Lenders; (l) on the sixteenth day of each month (or the first Business Day thereafter, if such day is not a Business Day), a Borrowing Base Certificate as of the close of business of the first Business Day immediately preceding the sixteenth day of each such month; (m) within two Business Days after the execution and delivery thereof, a copy of each agreement entered into by any Loan Party after the Closing Date of the type described in Section 6.17; (n) within five Business Days after any request therefor, such information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as any Lender may reasonably request; (o) upon the request of the Agent and within ten days after the end of each month, a report, in form and substance acceptable to the Agent, as to all accounts receivable of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings Company and its Subsidiaries outstanding as at of the end last day of such Fiscal Quartermonth (a "Receivables Report"), and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting which shall set forth in summary form an aging of such receivables and which shall, if the Agent so requests, include a detailed aged trial balance of all such receivables specifying the names, face amount and dates of all invoices for each case in comparative form account debtor obligated on a receivable so listed; upon the figures for the corresponding Fiscal Quarter request of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year Agent and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)extent available, all in reasonable detail, certified each Receivables Report shall be accompanied by a Responsible Officer on behalf copies of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustmentscustomer statements, and all documents, including repayment histories and present status reports, relating to the absence receivables so scheduled and such other matters and information relating to the status of footnotesany receivables as the Agent shall reasonably request; (cp) as soon as available, but in any event no later than 60 days together with the next delivery of a Receivables Report after the end Company becomes aware thereof, notice of each Fiscal Year any dispute between any account debtor and the Company or any of Holdings commencing at the end its Subsidiaries with respect to any amounts due and owing in excess of $250,000 with an explanation in reasonable detail of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis reason for the following Fiscal Yeardispute, as customarily prepared by management all claims related thereto and the amount in controversy; (q) promptly upon the discovery or determination thereof, notice of the Loan Parties for discovery or determination that any computer application (including those of its internal use suppliers and vendors) that is material to the Company's or any of Holdings and its Subsidiaries' business and operations is not Year 2000 Compliant, except to the extent that such failure could not reasonably be expected to have a Material Adverse Effect; and (dr) simultaneously with the delivery of each set of financial statements referred reasonable promptness, such other information and data with respect to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary any Loan Party as from time to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered time may be reasonably requested by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesany Lender.

Financial Statements and Other Reports. Deliver Company will prepare consolidated financial statements in conformity with GAAP. Company will deliver to Lenders the items referred to in subsections 5.1A, 5.1B, 5.1C and 5.1G below and will otherwise deliver to Administrative AgentAgent (with sufficient copies for each Lender), in form and detail reasonably acceptable to all other of the Administrative Agentfollowing: (a) A. as soon as available, but practicable and in any event within 105 days after the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 55 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012)Year, a Consolidated balance sheet copy of Holdings and its Subsidiaries as at the end of such Fiscal QuarterCompany's quarterly report on Form 10-Q setting forth, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form form, the corresponding figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)Year, all in reasonable detail, detail and certified by a Responsible Officer on behalf of Holdings Company as fairly presenting in all material respects the financial condition, results condition of operations, shareholders’ equity and cash flows of Holdings Company and its Subsidiaries in accordance with GAAPas at the dates indicated and the results of their operations for the periods indicated, subject only to changes resulting from audit and normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotesadjustment; (c) B. as soon as available, but practicable and in any event no later than 60 within 100 days after the end of each Fiscal Year Year, a copy of Holdings commencing Company's annual report on Form 10-K setting forth in comparative form the consolidated figures for the previous Fiscal Year, all in reasonable detail and accompanied by a report on the financial information contained in the annual report on Form 10-K of Xxxxxx Xxxxxxxx & Co. or other independent certified public accountants of recognized national standing selected by Company, which report shall state that such consolidated financial statements present fairly the financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise stated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; C. together with each delivery of the reports of Company and its Subsidiaries pursuant to subsections 5.1A and 5.1B above, a Compliance Certificate for the Fiscal Quarter or Fiscal Year, as applicable, executed by a Responsible Officer of Company (1) stating that the signer does not have knowledge of the existence as at the date of the Compliance Certificate, of any condition or event that constitutes an Event of Default, Cross Default or Potential Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto, and (2) demonstrating in reasonable detail compliance at the end of such accounting periods with the Fiscal Year ending February 23restrictions contained in subsections 6.1 and 6.2 (as set forth in EXHIBIT II); D. promptly upon (and in any event within 5 Business Days after) any Responsible Officer of Company obtaining knowledge of any condition or event that constitutes an Event of Default, 2013Cross Default or Potential Event of Default under this Agreement, an annual budget Officer's Certificate specifying the nature and period of Holdings existence of any such 50 condition or event and what action Company has taken, is taking or proposes to take with respect thereto; E. promptly upon (and in any event within 5 Business Days after) any Responsible Officer of Company obtaining knowledge of the institution of any action, suit, proceeding, governmental investigation or arbitration against or affecting Company that has not previously been disclosed by Company to Lenders and that would reasonably be expected to have a Material Adverse Effect, Company shall promptly give notice thereof to Lenders and provide such other information as may be reasonably available to it to enable Lenders and their counsel to evaluate such matters; F. promptly upon (and in any event within 5 Business Days after) any Responsible Officer of Company obtaining knowledge of the occurrence of any Termination Event in connection with any Pension Plan or any trust created thereunder, for which the amount involved exceeds $25,000,000, a written notice specifying the nature thereof, what action Company has taken, is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service or the PBGC with respect thereto; G. promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by Company to its security holders or by any Subsidiary of Company subject to the reporting requirements of the Exchange Act to its security holders other than Company or another Subsidiary, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by Company or any of its Subsidiaries on a Consolidated basis for with any securities exchange or with the following Fiscal Year, as customarily prepared by management Securities and Exchange Commission or any governmental authority succeeding to any of the Loan Parties for its internal use of Holdings and its Subsidiariesfunctions; and (d) simultaneously H. with reasonable promptness, such other information with respect to compliance by Company with the delivery terms of each set this Agreement as from time to time may be reasonably requested by Administrative Agent acting at the direction of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesRequisite Lenders.

Financial Statements and Other Reports. Deliver Furnish to the Administrative Agent, in form Agent and detail reasonably acceptable to the Administrative Agent: Banks (a) as soon as available, but available and in any event within 105 100 days after the end of each Fiscal Year fiscal year of Holdingsthe Company, audited consolidated financial statements of the Company and the Subsidiaries consisting of a Consolidated balance sheet statement of Holdings income and its Subsidiaries as at the end reconciliation of capital accounts of such Fiscal Year, year and the related Consolidated statements balance sheets as of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Yearyear-end, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding year, all in reasonable detail and prepared in accordance conformity with GAAP, audited and accompanied applied on a basis consistent with that of the preceding year, certified, without qualification, by a report and opinion the accounting firm of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing by any other independent certified public accountants reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; Banks; (b) as soon as available, but available and in any event within 50 30 days after the end of each monthly accounting period of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012)Company, a Consolidated balance sheet copy of Holdings the unaudited financial statements of the Company and its the Subsidiaries as at of the end of each such Fiscal Quarterperiod, prepared in conformity with GAAP (but without footnotes and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments) consisting of a balance sheet and a statement of income and surplus for the period from the beginning of the current fiscal year to the end of such accounting period, including, but not limited to, purchase certified by the chief financial officer or chief accounting adjustments, and officer of the absence Company on behalf of footnotes; the Company; (c) as soon as available, but available and in any event no later than 60 within 100 days after the end of each Fiscal Year fiscal year of Holdings commencing at the Parent, a copy of the audited consolidated financial statement of the Parent and its consolidated subsidiaries, including the opinion of the accounting firm of Ernst & Young LLP or of any other independent certified public accountants reasonably satisfactory to the Banks, and a copy of the 10-K report filed by the Parent with the Securities and Exchange Commission for such fiscal year; (d) as soon as available and in any event within 60 days after the close of each quarterly accounting period in each fiscal year of the Parent, a copy of the 10-Q report filed by the Parent with the Securities and Exchange Commission for such quarter; (e) as soon as available and in any event within 30 days after the end of each month, a certificate in the Fiscal Year ending February 23form of Schedule 4.01(e) hereto (“Borrowing Base/Compliance Certificate”), 2013prepared as of the last Business Day of such month; (f) as soon as available and in any event within 30 days after the end of each calendar month a servicing/delinquency report prepared as of the end of such month and showing with respect to the Servicing Portfolio: the number of Mortgage Loans (including Mortgage Loans subject to Mortgage-backed Securities) included therein, the total principal amount thereof, investor type, geographic concentration, weighted average coupon, weighted average maturity, weighted average servicing fee, delinquency status and foreclosure experience; (g) within five Business Days after the end of each calendar month, an annual budget Inventory/Pipeline Report satisfactory to the Required Banks; (h) promptly upon their becoming available, copies of Holdings and its Subsidiaries on a Consolidated basis all audit reports prepared for FNMA, GNMA or FHLMC with respect to the following Fiscal Year, as customarily prepared by management Company or any subservicer of the Loan Parties for its internal use Company; (i) as promptly as practicable (but in any event not later than five Business Days) after the President, Vice President-Finance or Treasurer of Holdings the Company obtains actual knowledge of the occurrence of any Event of Default or Unmatured Event of Default, notice of such occurrence, together with a detailed statement by an officer of the Company on behalf of the Company of the steps being taken by the Company to cure the Event of Default or Unmatured Event of Default; and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if anyj) from time to time, with reasonable promptness, such further information regarding the business, affairs and financial statements and a management narrative report providing reasonable detail on condition of the financial results of Holdings for Company as the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesAgent or any Bank may reasonably request.

Financial Statements and Other Reports. Deliver The Borrower shall furnish to the Administrative Agent, Agent in form and detail reasonably acceptable sufficient copies for distribution to the Administrative AgentLenders: (ai) as soon as available, but available and in any event within 105 45 days after the end of the first three fiscal quarters of each fiscal year, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter, and the related consolidated and, as to statements of income only, consolidating statements of income, shareholders' equity and cash flows of the Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of the Borrower stating that such financial statements fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (ii) as soon as available and in any event within 90 days after the end of each Fiscal Year of Holdingsfiscal year, a Consolidated consolidated and consolidating balance sheet of Holdings the Borrower and its Subsidiaries as at of the end of such Fiscal Yearfiscal year, and the related Consolidated consolidated and, as to statements of income or operationsonly, consolidating statements of income, shareholders’ ' equity (if available) and cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all and (A) in reasonable detail and prepared in accordance with GAAPthe case of such consolidated financial statements, audited and accompanied by a an audit report and opinion thereon of Ernst & Young Mxxx Axxxx LLP or another Registered Public Accounting Firm firm of nationally independent certified public accountants of recognized national standing reasonably satisfactory acceptable to the Administrative AgentMajority Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject qualified as to any “(1) going concern” , or like qualification or exception or (2) any qualification or exception as to limitation in the scope of such the audit; , and (bB) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end case of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detailconsolidating financial statements, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the Borrower; (iii) together with the financial conditionstatements required pursuant to clauses (i) and (ii), results (A) a Compliance Certificate of operationsa Responsible Officer as of the end of the applicable accounting period and (B) an Update Certificate of a Responsible Officer as of the end of the applicable accounting period; (iv) promptly upon receipt thereof, copies of all reports submitted to the Borrower by its independent certified public accountants in connection with each annual, interim or special audit examination of the Borrower and its Subsidiaries made by such accountants, including the "management letter" submitted by such accountants to the Borrower in connection with their annual audit; (v) as soon as available and in any event not less than 30 days prior to the start of each fiscal year, a consolidated financial forecast for the Borrower and its Subsidiaries for the following fiscal year and each fiscal year thereafter through the Final Maturity Date, including forecasted consolidated balance sheets, consolidated statements of income, shareholders’ ' equity and cash flows of Holdings the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; which forecast shall (cA) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changes.state the

Financial Statements and Other Reports. Deliver Company will maintain, and cause each of its Subsidiaries to the Administrative Agentmaintain, a system of accounting established and administered in form and detail reasonably acceptable accordance with sound business practices to the Administrative Agentpermit preparation of financial statements in conformity with GAAP. Company will deliver to Lenders: (ai) as soon as available, but practicable and in any event within 105 45 days (in the case of the last month of each fiscal quarter) or 30 days (in the case of all other months) after the end of each Fiscal Year month ending after the Closing Date in each of HoldingsCompany's fiscal years, a Consolidated the monthly financial reporting package distributed internally to the officers of Company (the "G-1 Report"), which shall include (a) the consolidated balance sheet sheets of Holdings and its Subsidiaries ---------- Company as at the end of such Fiscal Yearmonth and the related consolidated statements of income of Company for such month and for the period from the beginning of the then current fiscal year to the end of such month and the related consolidated statements of cash flow of Company for the period from the beginning of the then current fiscal year to the end of such month, (b) a schedule of the outstanding Indebtedness for borrowed money of Company describing each such debt issue or loan outstanding, and the related Consolidated statements principal amount in respect of income each such debt issue or operationsloan, shareholders’ equity and (if availablec) a brief summary describing the operations of Company and cash flows its Subsidiaries and a schedule containing summaries of revenues and operating income, in each case for such Fiscal Year, month and for the period from the beginning of the then current fiscal year to the end of such month setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearfiscal year and the corresponding figures from the consolidated plan and financial forecast for the current fiscal year delivered pursuant to subsection 5.1(xii), all in reasonable detail and prepared certified by the chief financial officer, chief accounting officer or treasurer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and changes in accordance their cash flow for the periods indicated, subject to changes resulting from audit and normal year-end adjustment; (ii) as soon as practicable and in any event within 45 days after the end of the first three fiscal quarters (a) a G-1 Report for the fiscal period then ended and (b) the quarterly report of Company filed with GAAPthe Securities and Exchange Commission on Form 10-Q or the financial statements of Company which would be required to be filed on Form 10-Q if such Form 10-Q is not filed; (iii) as soon as practicable and in any event within 90 days after the end of each fiscal year of Company (a) a G-1 Report for the fiscal period then ended, (b) the Annual Report on Form 10-K of Company filed with the Securities and Exchange Commission or the audited and financial statements of Company which would be required to be filed on Form 10-K if such Form 10-K is not filed, (c) in the case of such consolidated financial statements, accompanied by a report and opinion thereon of Ernst & Young LLP or another Registered Public Accounting Firm independent certified public accountants of nationally recognized national standing reasonably satisfactory to the Administrative Agentselected by Company, which report and opinion shall be prepared unqualified as to going concern and scope of audit and shall state that such consolidated financial statements present fairly the financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flow for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards standards, and shall not be subject to any “going concern” (d) certified by the chief financial officer, treasurer or like qualification or exception or any qualification or exception as to chief accounting officer of Company that such statements fairly present the scope financial condition of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings Company and its Subsidiaries as at the end of such Fiscal Quarter, date and the related Consolidated results of their operations for the periods covered thereby; (iv) together with each delivery of financial statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings Company and its Subsidiaries in accordance with GAAPpursuant to subdivisions (ii) and (iii) above, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, (a) an Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and the absence of footnotes; (c) as soon as availableNotes and have made, but or caused to be made under their supervision, a review in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end reasonable detail of the Fiscal Year ending February 23, 2013, an annual budget transactions and condition of Holdings Company and its Subsidiaries on a Consolidated basis for during the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the accounting period covered by such financial statements compared and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of the Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in subsections 6.1, 6.4, 6.5, 6.6, 6.7 and 6.8; and (c) an Officers' Certificate listing Asset Sales, the Net Cash Proceeds of which have not yet been utilized to make prepayments on the Loans pursuant to subsection 2.4A(ii)(a), and the aggregate amount of such Net Cash Proceeds; (v) together with each delivery of consolidated financial statements of Company and its Subsidiaries pursuant to subdivision (iii) above, a written statement by the independent public accountants giving the report thereon (a) stating that their audit examination has included a review of the terms of this Agreement and the Notes as they relate to accounting matters, (b) stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be -------- liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default with respect to accounting matters that would not be disclosed in the course of their audit examination, and (c) stating that based on their audit examination nothing has come to their attention that causes them to believe that the information contained in either or both the certificates delivered therewith pursuant to subdivision (iv) above is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to clause (b) of such subdivision (iv) above for the applicable fiscal year are not stated in accordance with the terms of this Agreement; (vi) promptly upon receipt thereof, a summary of significant comments submitted to Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of Company made by such accountants, including, without limitation, the comment letter submitted by such accountants to management in connection with their annual audit; (vii) promptly upon their becoming available, copies of (a) all financial statements, reports, notices and proxy statements sent or made available generally by Company to its security holders or by any Subsidiary of Company to its security holders other than Company or another Subsidiary, (b) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority and (c) all press releases and other statements made available generally by Company or any of its Subsidiaries to the corresponding prior year public concerning material developments in the business of Company or any of its Subsidiaries; (viii) promptly upon any officer of Company obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any notice to Company or any Subsidiary of Company or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, (c) of any condition or event that would be required to be disclosed or is disclosed in a current report filed by Company with the Securities and Exchange Commission on Form 8-K (Items 1, 2, 4 and 5 of such Form as in effect on the date hereof) if Company were required to file such reports under the Exchange Act, or (d) of a material adverse change in the business, operations, properties, assets, prospects or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of such condition or event, or specifying the notice given or action taken by such holder or Person and the key factors nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto; (as determined ix) promptly upon any officer of Company obtaining knowledge of (a) the institution of, or non-frivolous threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries not previously disclosed by Company to Lenders, or (b) any material development in good faith by the Borrower) causing any such changes.action, suit, proceeding, governmental investigation or arbitration, that, in either case

Financial Statements and Other Reports. Deliver The Company will furnish to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: Lender: (ai) as soon as available, available but in any event within 105 no later than 45 days after the end of each Fiscal Year of Holdingsfiscal quarter (or, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Yearif earlier, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 5 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing date required to be filed with the Fiscal Quarter ending May 26, 2012SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detailquarterly unaudited financial statements, certified by a Responsible Officer on behalf of Holdings the Company as being complete and correct and fairly presenting the Company’s financial condition and the results of the Company’s operations in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; respects; (cii) as soon as available, available but in any event no later than 60 120 days after and as of the end of each Fiscal Year fiscal year (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), the Company’s annual audited financial statements, accompanied by an unqualified report thereon of Holdings commencing at independent certified public accountants selected by the end of Company and satisfactory to the Fiscal Year ending February 23, 2013, an annual budget of Holdings Lender; and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (diii) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(aclause (i), a certificate of a Responsible Officer of the Company in form and substance satisfactory to the Lender (A) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing setting forth in reasonable detail any calculations required to establish whether the Company is in compliance with any financial covenants or tests set forth herein; (B) stating whether any Default exists on the financial results date of Holdings for such certificate, and if so, setting forth the period covered by such financial statements compared to the corresponding prior year period details thereof and the key factors action which the Company is taking or proposes to take with respect thereto (as determined in good faith which delivery may, unless the Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); and (C) providing a current list of the Borrower) causing such changesInvestment Loans and other investments of the Company.

Financial Statements and Other Reports. Deliver or cause to be delivered to the Administrative Agent, in form and detail reasonably acceptable to Agent for the Administrative AgentBorrower: (a) as As soon as availablepracticable, but in any event within 105 not later than sixty (60) days after the end of each Fiscal Year fiscal quarter of Holdingsthe Borrower (including for the fourth fiscal quarter, a Consolidated which shall be subject to normal year end audit adjustments), the management prepared consolidating balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such Fiscal Yearquarter, and the related Consolidated management prepared consolidating statements of income or operationsearnings for such quarter, shareholders’ equity each setting forth in comparative form the figures for the same fiscal quarter of the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP. (if availableb) As soon as practicable, but in any event not later than one hundred twenty (120) days after the end of each fiscal year of the Borrower, the audited consolidated and unaudited consolidating balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related statements of earnings and cash flows for such Fiscal Yearyear, each setting forth in each case in comparative form the figures for the previous Fiscal Year, fiscal year and all such statements to be in reasonable detail and detail, prepared in accordance with GAAP, audited and accompanied by a an auditor’s report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing prepared without qualification by an independent certified public accountant reasonably satisfactory acceptable to the Administrative Agent, which report . (c) Concurrently with the delivery of the financial statements referred to in Sections 6.2 (a) and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) above, a certificate (to be in the form of Exhibit D or on such other form as the Agent may from time to time prescribe) of an Authorized Representative stating that, to the best of such Authorized Representative’s knowledge, the Borrower during such period observed or performed in all material respects all of their covenants and other agreements, and satisfied in all material respects every material condition, contained in this Agreement or the other Loan Documents to be observed, performed or satisfied by them, and that such Authorized Representative has obtained no knowledge of any Default except as specified in such certificate and such certificate shall include the calculations in reasonable detail required to indicate the Borrower’s compliance with financial covenants set forth in Article 7 hereof. (d) As soon as available, but available and in any event within 50 sixty (60) days after the end of each of fiscal quarter in the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012)Borrower’s fiscal year, a Consolidated balance sheet consolidated loan production report as of Holdings and its Subsidiaries as at the end of such Fiscal Quarterthat fiscal quarter, presenting the total dollar volume and the related Consolidated statements number of income Mortgage Loans originated and closed or operations and cash flows for such Fiscal Quarter purchased during that fiscal quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal fiscal year-end audit adjustmentsto-date, including, but not limited to, purchase accounting adjustments, specified by property type and the absence of footnotes;loan type. (ce) as As soon as available, but available and in any event no later than within 60 days after the end of each Fiscal Year calendar quarter, a consolidated report (“Servicing Portfolio Report”) as of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Yearcalendar quarter, as customarily prepared to all Mortgage Loans the servicing rights to which are owned by management the Borrower (specified by investor type, recourse and non-recourse) regardless of whether the Mortgage Loans are Pledged Loans. The Servicing Portfolio Report must indicate which Mortgage Loans (1) are current and in good standing, (2) are more than 30, 60 or 90 days past due, (3) are the subject of pending bankruptcy or foreclosure proceedings, or (4) have been converted (through foreclosure or other proceedings in lieu of foreclosure) into real estate owned by, the Borrower. (f) At the Agent’s request, a commitment summary and pipeline report dated as of the Loan Parties for its internal use end of Holdings such month and in form, substance and scope acceptable to the Agent. (g) Promptly after the Borrower’s receipt thereof, copies of all accountants’ management letters delivered to the Borrower or its Subsidiaries; and. (dh) simultaneously Within ten (10) days after filing, copies of all regular or periodic financial and other reports, if any, which the Borrower shall file with the delivery Securities and Exchange Commission or any governmental agency successor thereto and copies of each set any audits completed by Gxxxxx Mxx, Fxxxxxx Mac, Fxxxxx Mxx, FHA, or HUD. (i) From time to time, with reasonable promptness, such further information regarding the business, operations, properties or financial condition of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting Borrower as the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesAgent may reasonably request.

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: (a) The Borrower will establish and maintain, and will cause each of its Subsidiaries to establish and maintain, in accordance with sound business practices and applicable law and rules and regulations issued by any Governmental Authority (i) a system of accounting, which shall include maintenance of proper books and records, to permit preparation of financial statements in conformity with GAAP and to provide reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management's general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) effective disclosure controls and procedures designed to ensure that material information relating to the Borrower and its Subsidiaries is made known to Responsible Officers of the Borrower in a timely manner. (b) The Borrower will deliver to the Agent, the Lenders, the Supplemental Guarantors, the Board, the Loan Administrator and the Collateral Agent (but only to the extent information is to be delivered pursuant to clauses (V), (VII) and, in the case of information requested by the Collateral Agent, (XX) below): (i) (A) Quarterly Financials: as soon as available, but available and in any event within 105 five (5) days after the end of each Fiscal Year of Holdingsdate on which the Borrower is required to file its Form 10-Q under the Exchange Act, a Consolidated (x) the balance sheet of Holdings and its Subsidiaries the Borrower as at the end of such Fiscal Year, each fiscal quarter and the related Consolidated statements of income or operations, shareholders’ and stockholders' equity (if available) of the Borrower for such fiscal quarter and cash flows of the Borrower for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Yearfiscal quarter, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for from the corresponding Fiscal Quarter periods of the previous Fiscal Year and the corresponding portion of figures from the previous Fiscal Year and to the figures as set forth in the quarterly projections delivered pursuant to Section 6.01(c)clause (viii)(B) of this SECTION 5.1(b) for such quarter, all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries prepared in accordance with GAAP, GAAP and in reasonable detail and certified by the Chief Financial Officer or the Chief Executive Officer of such company that they fairly present the financial condition of the Borrower as at the dates indicated and the results of its operations and its cash flows for the periods indicated (subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments), and (y) a narrative report describing the absence operations of footnotes; (c) as soon as available, but the Borrower in any event no later than 60 days after the form prepared for presentation to senior management for such fiscal quarter and for the period from the beginning of then current Fiscal Year to the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiariessuch fiscal quarter; and (d) simultaneously with provided that the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith Form 10-Q filed by the Borrower) causing Borrower with the SEC for such changes.fiscal quarter shall be deemed to satisfy all of the requirements of this SECTION 5.1(B)(I)(A);

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: (a) The Company will, as soon as available, but practicable and in any event within 105 60 days after the end of each Fiscal Year quarterly period (other than the last quarterly period) in each fiscal year, furnish to THLi statements of Holdingsconsolidated net income and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its Subsidiaries for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a Consolidated consolidated balance sheet of Holdings the Company and its Subsidiaries as at of the end of such Fiscal Yearquarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of the related Consolidated Company, subject to changes resulting from year-end adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the Commission shall be deemed to satisfy the requirements of this clause (i); (b) The Company will, as soon as practicable and in any event within 100 days after the end of each fiscal year, furnish to THLi statements of consolidated net income or operations, shareholders’ equity (if available) and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its Subsidiaries for such Fiscal Yearyear, and a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, setting forth in each case in comparative form the corresponding figures for from the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and prepared in accordance examined and reported on by independent public accountants of recognized national standing selected by the Company; provided, however, that delivery pursuant to clause (iii) below of a copy of the Annual Report on Form 10-K of the Company for such fiscal year filed with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion Commission shall be prepared in accordance with generally accepted auditing standards and shall not be subject deemed to any “going concern” or like qualification or exception or any qualification or exception as to satisfy the scope requirements of such auditthis clause (ii); (bc) The Company will, promptly upon transmission thereof, furnish to each Purchaser copies of all such financial statements, proxy statements, notices and reports as it shall send to its stockholders and copies of all such registration statements (without exhibits), other than registration statements relating to employee benefit or dividend reinvestment plans, and all such regular and periodic reports as it shall file with the Commission; (d) The Company will, promptly after such package becomes available, furnish to THLi copies of all financial reporting packages prepared for management of the Company; and (e) Until the two-year anniversary of the First Closing Date, the Company will, as soon as availablepracticable, but and in any event within 50 5 days after the end of each month, furnish to THLi and GECC detailed reports, and any other information THLi and GECC may reasonably request, relating to (i) the use of Proceeds by the Company and its Subsidiaries and (ii) the Company's compliance with the Retail Plan and the E-Commerce Plan; (f) The Company will promptly furnish to THLi copies of any reports furnished to GECC pursuant to the Note Agreement; and (g) The Company will promptly furnish to THLi copies of any compliance certificates furnished to lenders in respect of indebtedness of the first three Fiscal Quarters Company and its Subsidiaries and, with reasonable promptness, furnish to each Purchaser such other financial and other data of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings Company and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustmentsPurchaser may reasonably request, including, but not limited to, purchase accounting adjustments, and operating financial information for each retail store owned or operated by the absence Company or any of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changes.

Financial Statements and Other Reports. Deliver The Company will deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: Purchaser: (a) as soon available, but no later than thirty (30) days after the last day of each month, a company prepared “flash report” covering the Company’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner, scope and detail satisfactory to the Purchaser, certified by a Responsible Officer and in a form acceptable to the Purchaser, (b) as available, but in any event within 105 no later than forty five (45) days (unless further extended to sixty (60) days pursuant to the grant of a valid extension to the filing deadline of the related 10-Q from the SEC) after the end last day of each Fiscal Year Quarter of Holdingsthe Company, a Consolidated company prepared consolidated balance sheet of Holdings sheet, cash flow and income statement (including year-to-date results) covering the Company’s and its Subsidiaries Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the projected figures as set forth in for such period based upon the projections delivered pursuant to Section 6.01(c)required hereunder, all in reasonable detail, certified by a Responsible Officer on behalf and in a form acceptable to the Purchaser; (c) together with the flash reports described in (a) above, evidence of Holdings as fairly presenting in payment and satisfaction of all material respects payroll, withholding and similar taxes due and owing by all Obligors with respect to the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAPpayroll period(s) occurring during such month, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; Section 7.2; (cd) as soon as available, but in any event no later than 60 one hundred five (105) days after the end last day of the Company’s Fiscal Year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to the Purchaser in its reasonable discretion; (e) within five (5) days of delivery or filing thereof, copies of all statements, reports (other than borrowing base reports delivered pursuant thereto) and notices made available to the Company’s security holders or to any agents or lenders under any Existing Senior Secured Debt Documents and copies of all reports and other filings made by the Company with any stock exchange on which any securities of any Obligor are traded and/or the SEC; (f) a prompt written report of any legal actions pending or threatened against any Obligor or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Obligor or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; (g) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (h) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Obligors, their business and the Collateral (including, without limitation, copies of any borrowing base reports delivered pursuant to any of the Existing Senior Secured Debt Documents) as the Purchaser may from time to time reasonably request. The Company will, within thirty (30) days after the last day of each Fiscal Year month, deliver to the Purchaser (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement; (i) promptly upon receipt thereof, copies of Holdings commencing at all financial statements of, and all reports and management letters submitted by, independent public accountants to any of the Obligors in connection with each annual, interim, or special audit of any Obligor’s financial statements; (j) within sixty (60) days following the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Company’s Fiscal Year, as customarily prepared by management the Company shall deliver to the Purchaser the annual budget for both the Company and any of its Subsidiaries, including forecasts of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) aboveincome statement, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements balance sheet and a management narrative report providing reasonable detail on the financial results of Holdings cash flow statement for the period covered by such financial statements compared immediately succeeding year on a quarterly basis and thereafter, shall promptly deliver any amendment thereto; (k) promptly upon their becoming available, the Company shall deliver to the corresponding prior year period and Purchaser copies of all Material Contracts or material amendments thereto entered into after the key factors (as determined in good faith by the Borrower) causing such changesEffective Date.

Financial Statements and Other Reports. Deliver Subject to SECTION 4.06, the Administrative AgentCompany covenants that, in form from and detail reasonably acceptable after the Closing Date, it will deliver to the Administrative Agenteach Purchaser: (a) as soon as available, but practicable and in any event within 105 days after no later than the day that a Form 10-Q is required to be filed by the Company with the SEC following each quarterly period (other than the last quarterly period) in each fiscal year, consolidated statements of operations, statements of stockholders' equity and cash flows of the Company for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Company as of the end of such quarterly period setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, together with a certificate from a senior officer of the Company to the effect that such financial statements have been prepared in accordance with GAAP consistently applied during the periods involved (subject to year-end adjustments) and that such financial statements fairly present the results of operations and changes in financial position, stockholders' equity, cash flows and financial position of the Company and the Company Subsidiaries as of and for the period then ended (such certificate, the "SENIOR OFFICER'S CERTIFICATE"); provided, however, that delivery pursuant to SECTION 4.03(c) of a copy of the Company's periodic report on Form 10-Q or such period filed with the SEC shall be deemed to satisfy the requirements of this SECTION 4.03(a); (b) as soon as practicable and in any event no later than the day that a Form 10-K is required to be filed by the Company with the SEC following the end of each Fiscal Year of Holdingsfiscal year, a Consolidated consolidated balance sheet of Holdings and its Subsidiaries the Company as at of the end of such Fiscal Year, fiscal year and the related Consolidated consolidated statements of income or operations, shareholders’ statements of stockholders' equity (if available) and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for from the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and prepared in accordance together with GAAP, audited and accompanied by a the audit report and opinion of Ernst & Young PricewaterhouseCoopers LLP or another Registered Public Accounting Firm other independent public accountants of nationally recognized standing reasonably satisfactory selected by the Company; provided, however, that delivery pursuant to SECTION 4.03(c) below of a copy of the Administrative Agent, which report and opinion Annual Report on Form 10-K of the Company for such fiscal year filed with the SEC shall be prepared in accordance with generally accepted auditing standards and shall not be subject deemed to any “going concern” or like qualification or exception or any qualification or exception as to satisfy the scope requirements of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012this SECTION 4.03(b), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes;; and (c) promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and reports as soon it shall send to its stockholders and copies of all such registration statements, other than registration statements relating to employee benefit or dividend reinvestment plans, and all such regular and periodic reports on Forms 10-K, 10-Q and 8-K (or similar or substitute forms) as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously it shall file with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesSEC.

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: (a) Following the date of this Agreement and prior to the earlier of the Closing and the Termination Date, Parent and Energy Supply will deliver to RJS the unaudited balance sheet and the related statements of income, retained earnings and cash flows of the Energy Supply Group as of the last day of each month ended after the date hereof (collectively, the “Energy Supply Interim Financial Statements”), as soon as availablepractical, but in any event within 105 days twenty (20) Business Days, after the end conclusion of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall month. The Energy Supply Interim Financial Statements will be prepared in accordance with generally accepted auditing standards GAAP (other than requirements to provide notes thereto) and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to will present fairly the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each financial condition of the first three Fiscal Quarters members of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries Energy Supply Group as at the end of such Fiscal Quarter, dates thereof and the related Consolidated statements results of income or its operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year periods then ended, setting forth in each case in comparative form . (b) Following the figures for date of this Agreement and prior to the corresponding Fiscal Quarter earlier of the previous Fiscal Year Closing and the corresponding portion Termination Date, Raven, Jade and Sapphire, as applicable, will deliver to Parent the consolidated unaudited balance sheet and the related statements of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)income, all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity retained earnings and cash flows of Raven Power Finance, Topaz Power Holdings and Sapphire Power Finance, as applicable, and its or their consolidated Subsidiaries (or, in lieu of the foregoing, the combined unaudited balance sheet and the related statements of income, retained earnings and cash flows of the RJS Subsidiaries) as of the last day of each month ended after the date hereof (collectively, the “RJS Interim Financial Statements”), as soon as practical, but within twenty (20) Business Days, after the conclusion of each month. The RJS Interim Financial Statements will be prepared in accordance with GAAP, subject only GAAP (other than requirements to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, provide notes thereto) and will present fairly the financial condition of the Persons covered thereby as at the dates thereof and the absence results of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings its operations and its Subsidiaries on a Consolidated basis cash flows for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesperiods then ended.

Financial Statements and Other Reports. Deliver DreamWorks Animation shall furnish to the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentHBO: (a) as soon as available, but in any event within 105 90 days after the end of each Fiscal Year fiscal year of HoldingsDreamWorks Animation, a copy of the Consolidated balance sheet of Holdings DreamWorks Animation and its Consolidated Subsidiaries as at the end of such Fiscal Year, year and the related Consolidated statements of income or operations, shareholders’ equity (if available) and retained earnings and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, all in reasonable detail and prepared in accordance with GAAPreported on without qualification, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such auditstanding; (b) as soon as available, but in any event within 50 not later than 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Year fiscal year of Holdings DreamWorks Animation (commencing with the Fiscal Quarter fiscal quarter ending May 26on September 30, 20122004), a copy of the unaudited Consolidated balance sheet of Holdings DreamWorks Animation and its Consolidated Subsidiaries as at the end of such Fiscal Quarter, quarter and the related unaudited Consolidated statements of income or operations and retained earnings and of cash flows of DreamWorks Animation and its Consolidated Subsidiaries for such Fiscal Quarter quarter and for the portion of Holdings’ Fiscal Year then endedthe fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 within 15 days after the end of each Fiscal Year of Holdings commencing at the end delivery of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above5.01(a), a certificate of the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (d) concurrently with the delivery of the financial statements referred to in Section 5.01(a) and within 15 days after the delivery of the financial statements referred to in Section 5.01(b), a management narrative report providing certificate of an Authorized Officer (1) stating that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (2) including calculations in reasonable detail on with respect to compliance with Section 5.05 and Section 5.07; and (3) certifying that the financial results statements delivered for such period are fairly stated in all material respects (subject to normal year end adjustments); (e) concurrently with the delivery of Holdings the financial statements referred to in Section 5.01(a) and within 15 days after the delivery of the financial statements referred to in Section 5.01(b), projections in form and scope reasonably acceptable to HBO for the Test Period commencing immediately after the fiscal period covered by such financial statements compared statements, including an operating budget and cash flow budget of DreamWorks Animation and its Subsidiaries for such period and sufficient information in reasonable detail to support the calculation of Projected Sources and Projected Uses for such Test Period, such projections to be accompanied by a certificate of an Authorized Officer to the corresponding prior year period effect that such projections have been prepared on the basis of sound financial planning practice and that such Authorized Officer has no reason to believe they are incorrect or misleading in any material respect; (f) promptly after the key factors same become publicly available, copies of all periodic reports, proxy statements and other materials filed by DreamWorks Animation or any of its Subsidiaries with the Securities and Exchange Commission (or any successor thereto) or any national securities exchange, or distributed by DreamWorks Animation or any of its Subsidiaries to its security holders generally, as determined the case may be; and (g) with reasonable promptness, such other information and data with respect to DreamWorks Animation or any of its Subsidiaries as from time to time may be reasonably requested by HBO. All such financial and other statements shall be complete and correct in good faith all material respects and shall be prepared in reasonable detail. All such financial statements shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein (except as may be approved by such Authorized Officer or accountants, as the Borrower) causing such changescase may be, and disclosed therein).

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: (a) The Company will, as soon as available, but practicable and in any event within 105 forty-five (45) days after the end of each Fiscal Year quarterly period (other than the last quarterly period) in each fiscal year, furnish to the Purchaser statements of Holdingsconsolidated net income and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its Subsidiaries for the period from the beginning of the then current fiscal year to the end of such quarterly period, a Consolidated and consolidated balance sheet sheets of Holdings the Company and its Subsidiaries as at of the end of such Fiscal Yearquarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of the related Consolidated Company, subject to changes resulting from year-end adjustments; provided, however, that delivery of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the Commission shall be deemed to satisfy the requirements of this clause (a); (b) it will, as soon as practicable and in any event within ninety (90) days after the end of each fiscal year, furnish to the Purchaser statements of consolidated net income or operations, shareholders’ equity (if available) and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its Subsidiaries for such Fiscal Yearyear, and consolidated balance sheets of the Company and its Subsidiaries as of the end of such year, setting forth in each case in comparative form the corresponding figures for from the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and prepared in accordance examined and reported on by independent public accountants of recognized national standing selected by the Company; provided, however, that delivery of a copy of the Annual Report on Form 10-K of the Company for such fiscal year filed with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion Commission shall be prepared in accordance with generally accepted auditing standards and shall not be subject deemed to any “going concern” or like qualification or exception or any qualification or exception as to satisfy the scope requirements of such audit; this clause (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) it will, promptly upon transmission thereof, furnish to the Purchaser copies of all such financial statements, proxy statements, notices and reports as soon it shall send to its stockholders and copies of all such registration statements (without exhibits), other than registration statements relating to employee benefit or dividend reinvestment plans, and all such regular and periodic reports as available, but in any event no later than 60 days after it shall file with the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its SubsidiariesCommission; and (d) simultaneously with it will promptly furnish to the delivery Purchaser (i) copies of each set (A) any compliance certificates furnished to lenders in respect of financial statements referred to in Section 6.01(a) Indebtedness of the Company and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted its Subsidiaries and variable interest entities (B) any notices of default from lenders in respect of any such Indebtedness and (ii) notice of (A) the commencement of any Litigation which, if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared determined adversely to the corresponding prior year period and Company, would have a Material Adverse Effect, (B) the key factors issuance by any governmental authority of any injunction, order, restraint or other decision which has resulted in, or which is likely, in the reasonable judgment of the Company or any such Subsidiary, to have a Material Adverse Effect or (as determined C) any development in good faith by the Borrower) causing business or affairs of the Company or any of the Subsidiaries which has resulted in, or which is likely, in the reasonable judgment of the Company or any such changesSubsidiary, to result in a Material Adverse Effect.

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable satisfactory to the Administrative AgentMajority Lenders: (a) as soon as available, but in any event within 105 one hundred twenty (120) days after the end of each Fiscal Year fiscal year of HoldingsParent, a Consolidated consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Consolidated Group, as determined in accordance with GAAP, as at the end of such Fiscal Yearfiscal year, and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm an independent certified public accountant of nationally recognized standing reasonably satisfactory acceptable to the Administrative AgentAgent (which may be Xxxxxx and XxXxxxxxxx), which report and opinion shall be prepared in accordance with generally accepted auditing standards GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 sixty (60) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012)Parent, a Consolidated consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Consolidated Group, as determined in accordance with GAAP, as at the end of such Fiscal Quarterfiscal quarter, and the related Consolidated consolidated and consolidating statements of income or operations operations, shareholders’ equity and cash flows for such Fiscal Quarter fiscal quarter and for the portion of Holdings’ Fiscal Year Parent’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter fiscal quarter of the previous Fiscal Year fiscal year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)fiscal year, all in reasonable detail, certified by a Responsible Officer on behalf of Holdings Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries the Consolidated Group in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, adjustments and the absence of footnotes; (c) as soon as available, but and in any event no later than 60 one hundred twenty (120) days after the end of each Fiscal Year fiscal year of Holdings commencing at Parent, a projected balance sheet, income statement, cash flow statement and compliance with the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis Financial Covenants for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiariesnext fiscal year; and (d) simultaneously with as soon as available, and in any event not later than one hundred twenty (120) days after the delivery end of each set fiscal year of financial statements referred to in Section 6.01(a) and Section 6.01(b) aboveParent, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings an updated Annual Budget for the period covered by (i) Borrower and (ii) Consolidated Group and, as soon as available, any material revisions to or any final revisions of any such financial statements compared projected consolidated Annual Budgets; (e) as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter of each fiscal year of Borrower, updates to Schedule 5.13 (upon the deliveries of such updates, Schedule 5.13 shall be automatically updated, without any further consent from Administrative Agent or the Lenders) to the corresponding prior year period and extent that such Schedule is not accurate or complete as of the key factors (as determined in good faith by the Borrower) causing last day of such changesfiscal quarter.

Financial Statements and Other Reports. Deliver Lessee shall deliver to the Administrative Agent, in form Agent (with sufficient copies for the Participants and detail reasonably acceptable Agent shall promptly thereafter distribute such copies to the Administrative AgentParticipants), at Lessee's sole expense: (ai) as As soon as available, but available and in any event within 105 days after the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity fifty (if available50) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, the consolidated Financial Statements of Holdings Lessee and its Subsidiaries for such fiscal quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail; (commencing ii) As soon as available and in any event within one hundred (100) days after the end of each fiscal year, the consolidated Financial Statements of Lessee and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail, and accompanied by a report thereon of PricewaterhouseCoopers LLP or another firm of independent certified public accountants of recognized national standing, which report shall be unqualified as to scope of audit or the status of Lessee and its Subsidiaries as a going concern; (iii) Together with the Fiscal Quarter ending May 26, 2012Financial Statements required pursuant to clauses (i) and (ii) of this Section 5.1(a), a Consolidated balance sheet compliance certificate of Holdings a Responsible Officer of Lessee (a "Compliance Certificate") which (A) states that such Financial Statements fairly present the financial condition of Lessee and its Subsidiaries as at the end last day of the fiscal quarter or fiscal year covered by such Fiscal Quarter, Financial Statements and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows operations of Holdings Lessee and its Subsidiaries for such quarter or year and have been prepared in accordance with GAAPGAAP consistently applied, subject only to normal normal, year-end audit adjustmentsadjustments in the case of the Financial Statements for any fiscal quarter; (B) states that no Lease Default has occurred and is continuing, includingor, but not limited toif any such Lease Default has occurred and is continuing, purchase accounting adjustmentsa statement as to the nature thereof and what action Lessee proposes to take with respect thereto; and (C) sets forth, for the fiscal quarter or fiscal year covered by such Financial Statements or as of the last day of such quarter or year, the calculation of the financial ratios and the absence of footnotestests provided in Section 5.3; (civ) as As soon as available, but available and in any event no later than 60 within fifty (50) days after the end of each Fiscal Year fiscal quarter, a certificate of Holdings commencing at a Responsible Officer of Lessee (a "Pricing Ratio LSI Trust No. 2001-A Participation Agreement Certificate") which sets forth the end calculation of the Fiscal Year ending February 23Pricing Ratio as of the last day of such quarter; (v) Promptly after the giving, 2013sending or filing thereof, an annual budget copies of Holdings and all reports, if any, which Lessee or any of its Subsidiaries on a Consolidated basis for sends generally to any class of holders of its respective capital stock or other securities and of all reports or filings, if any, by Lessee or any of its Subsidiaries with the following Fiscal YearSEC or any national securities exchange; (vi) Promptly after Lessee has knowledge or becomes aware thereof, as customarily prepared by management notice of the Loan Parties for occurrence or existence of any Lease Default or Lease Event of Default; (vii) Prompt written notice of any action, event or occurrence that could reasonably be expected to result in a Material Adverse Effect due to environmental liability under Environmental Laws; (viii) Prompt written notice of all actions, suit and proceedings before any Governmental Authority or arbitrator pending, or to the best of Lessee's knowledge, threatened against or affecting Lessee or any of its internal use Subsidiaries which (A) if adversely determined would involve an aggregate liability of Holdings $25,000,000 or more in excess of amounts covered by third-party insurance, or (B) otherwise may have a Material Adverse Effect; (ix) Promptly after Lessee has knowledge or becomes aware thereof, (A) notice of the occurrence of any ERISA Event, together with a copy of any notice of such ERISA Event to the PBGC, and (B) the details concerning any action taken or proposed to be taken by the IRS, PBGC, Department of Labor or other Person with respect thereto; (x) Promptly upon the commencement or increase of contributions to, the adoption of, or an amendment to, a Plan by Lessee or an ERISA Affiliate, if such commencement or increase of contributions, adoption, or amendment could reasonably be expected to result in a net increase in unfunded liability to Lessee or an ERISA Affiliate in excess of $10,000,000, a calculation of the net increase in unfunded liability; (xi) Promptly after filing or receipt thereof by Lessee or any ERISA Affiliate, copies of the following: (A) Any notice received from the PBGC of intent to terminate or have a trustee appointed to administer any Pension Plan; (B) Any notice received from the sponsor of a Multiemployer Plan concerning the imposition, delinquent payment, or amount of withdrawal liability; (C) Any demand by the PBGC under Subtitle D of Title IV of ERISA; and LSI Trust No. 2001-A Participation Agreement (D) Any notice received from the IRS regarding the disqualification of a Plan intended to qualify under Section 401(a) of the Code; (xii) Within forty-five (45) days of the date thereof, or, if earlier, on the date of delivery of any Financial Statements pursuant to clause (i) or (ii) of this Section 5.1(a), notice of any change in accounting policies or financial reporting practices by Lessee or any of the Significant Subsidiaries that is expected to affect (or has affected) materially under GAAP the consolidated financial condition of Lessee and its Subsidiaries; (xiii) Promptly after the occurrence thereof, notice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving Lessee or any of its Subsidiaries which could result in an Material Adverse Effect; (xiv) Upon request from time to time of Agent or any Participant (through Agent), the Swap Termination Values, together with a description of the method by which such values were determined, relating to any then-outstanding Rate Contracts to which Lessee or any of its Subsidiaries is a party; (xv) Prompt written notice of any change in Lessee's fiscal year; (xvi) Prompt written notice of any Person or Subsidiary not identified on Schedule 4.1(l) that becomes a Significant Subsidiary after the Document Closing Date; (xvii) Prompt written notice of any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect; and (dxviii) simultaneously with Such other information respecting the delivery operations, properties, business or condition (financial or otherwise) of each set Lessee or the Significant Subsidiaries as Agent or any Participant (through Agent) may from time to time reasonably request. Each notice pursuant to clauses (vi)--(xviii) of financial statements this Section 5.1(a) shall be accompanied by a written statement by a Responsible Officer of Lessee setting forth details of the occurrence referred to in Section 6.01(a) therein, and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary stating what action Lessee proposes to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changestake with respect thereto.

Financial Statements and Other Reports. Deliver Company will deliver to the Administrative AgentAgent for further distribution (and which Administrative Agent shall promptly distribute) to each Lender, in form and detail reasonably acceptable satisfactory to the Administrative Agent: (a) as soon as available, but available and in any event within 105 twenty-five (25) days after the end of each of the first two (2) months of each Fiscal Year of HoldingsQuarter ending after the Closing Date (such reports, a Consolidated the "MONTHLY REPORTS"), (i) the consolidated balance sheet of Holdings Company and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such month and (ii) for any Monthly Reports delivered after the first anniversary of the Closing Date, for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth beginning with the monthly financial statements for fiscal year 2005, in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, together with a CFO Certification and an MD&A with respect to each of the foregoing; provided, during any period in which the Leverage Ratio as of the last day of the immediately preceding Fiscal Quarter (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) is 4.50:1.00 or less, Company shall not be required to deliver any Monthly Reports required by this Section 5.1(a) for such period; (b) as soon as available and in any event within forty-five (45) days after the end of the first three (3) Fiscal Quarters of each Fiscal Year, the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year, Quarter and the related Consolidated consolidated statements of income or operationsincome, shareholders’ stockholders' equity (if available) and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with (i) a quarterly accounts receivable exposure report for such Fiscal Quarter in the form prepared by management of Company in the ordinary course of business and (ii) a CFO Certification and an MD&A with respect thereto; (c) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, (i) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a CFO Certification and an MD&A with respect thereto; and (ii) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and in form and substance reasonably satisfactory to Administrative Agent; (d) together with each delivery of financial statements of Company and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate; (i) if, as a result of any change in accounting principles and policies from those used in the preparation of the previous Fiscal Year Historical Financial Statements, the consolidated financial statements of Company and to the figures as set forth in the projections its Subsidiaries delivered pursuant to Section 6.01(c5.1(a), 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in reasonable detailform and substance satisfactory to Administrative Agent; and (ii) promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all final management letters submitted to Company by independent certified by a Responsible Officer on behalf public accountants in connection with each annual, interim or special audit of Holdings as fairly presenting in all material respects the financial condition, results statements of operations, shareholders’ equity and cash flows of Holdings Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered made by such financial statements compared accountants, including any comment letter submitted by such accountants to the corresponding prior year period and the key factors (as determined management in good faith by the Borrower) causing such changes.connection with their annual audit;

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable satisfactory to the Administrative Agent: (a) as soon as available, but in any event within 105 ninety (90) days after the end of each Fiscal Year fiscal year of HoldingsBorrower (or in the case of the fiscal year ending December 31, 2008, one hundred fifty (150) days), a Consolidated consolidated balance sheet of Holdings Borrower and its Subsidiaries subsidiaries, as determined in accordance with GAAP, as at the end of such Fiscal Yearfiscal year, and the related Consolidated consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm an independent certified public accountant of nationally recognized standing reasonably satisfactory acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception (other than with respect to the Cases) as to the scope of such audit; (b) as soon as available, but in any event within 50 forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Holdings Borrower (commencing with or in the Fiscal Quarter case of the fiscal quarter ending May 26September 30, 20122008, one hundred twenty (120) days), a Consolidated consolidated balance sheet of Holdings Borrower and its Subsidiaries subsidiaries, as determined in accordance with GAAP, as at the end of such Fiscal Quarterfiscal quarter, and the related Consolidated consolidated statements of income or operations operations, shareholders’ equity and cash flows for such Fiscal Quarter fiscal quarter and for the portion of Holdings’ Fiscal Year Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter fiscal quarter of the previous Fiscal Year fiscal year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)fiscal year, all in reasonable detail, certified by a Responsible Officer on behalf of Holdings Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings Borrower and its Subsidiaries subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, adjustments and the absence of footnotes; (c) as soon as available, but in any event no later than 60 within forty-five (45) days after the end of each Fiscal Year fiscal quarter of Holdings commencing at each fiscal year of Borrower (or in the end case of the Fiscal Year fiscal quarter ending February 23September 30, 20132008, an annual budget of Holdings and its Subsidiaries on a Consolidated basis the period specified in Section 6.01(b) for the following Fiscal Yearfinancial statements for such quarter), updates to Schedule 5.11 (upon the deliveries of such updates, Schedule 5.11 shall be automatically updated, without any further consent from Administrative Agent or the Lenders) to the extent that such Schedule is not accurate or complete as customarily prepared by management of the Loan Parties for its internal use last day of Holdings and its Subsidiariessuch fiscal quarter; and (d) simultaneously provided that with respect to each fiscal quarter ending December 31, such updates shall be delivered concurrently with the delivery of each set of financial statements referred to in Section 6.01(a) for the period ending on such December 31; (d) on or before October 11, 2008, a revised financial forecast through March 31, 2010 for the Loan Parties. If Administrative Agent does not notify Borrower in writing within seven (7) Business Days of receipt of such revised forecast that such revised forecast is not reasonably acceptable to the Agents, such revised forecast shall become the “Final Budget” for purposes of this Agreement. It is understood and Section 6.01(bagreed that (i) such revised forecast will be reasonably acceptable to the Agents if it reflects (A) financial performance which is no worse in any material respect in the aggregate and in any fiscal quarter and (B) liquidity which is no worse in any material respect in the aggregate and in any fiscal quarter, in each case, from that reflected in the Initial Budget; provided that in the case of clause (A) above, (x) as to expenses, if the related consolidating projected expenses are, in the aggregate and in any fiscal quarter, equal to or lower than those reflected in the Initial Budget and (y) as to revenues, if the projected revenues are, in the aggregate and in any fiscal quarter, equal to or greater than, in each case, those reflected in the Initial Budget then the financial statements reflecting performance referred to in clause (A) shall be deemed not to be worse in any material respect and (ii) Borrower shall, and shall cause its restructuring advisory firm to, provide information promptly regarding such revised forecast as reasonably requested by the adjustments necessary to eliminate Agents and their financial adviser in connection with their review of such revised forecast; and (e) on Friday (or if Friday is not a Business Day, the accounts next Business Day) of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements each week, a weekly report, in each case in respect of the prior week, of expenditures, receipts, disbursements and a management narrative report providing reasonable detail on reconciliation of actual expenditures, receipts and disbursements with those set forth in the financial results of Holdings for the period covered by such financial statements compared latest 13-Week Forecast delivered pursuant to Section 6.02(f)(iv), in form reasonably satisfactory to the corresponding prior year period Agents. As to any information contained in materials furnished pursuant to Section 6.02(d), Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of Borrower to furnish the information and materials described in clauses (a) and (b) above at the key factors (as determined in good faith by the Borrower) causing such changestimes specified therein.

Financial Statements and Other Reports. Deliver (a) From and after the Closing Date, Azul shall furnish to the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentTrustee: (i) an English language version of the Parent Guarantor’s annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year; (ii) an English language version of the Parent Guarantor’s unaudited interim condensed consolidated financial statements prepared in accordance with IFRS promptly upon such statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year); (iii) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantors with (a) as soon as availablethe CVM or (b) the SEC (in each case, but to the extent that any such report or notice is generally available to security holders of the Parent Guarantor or the public in Brazil or elsewhere and, in the case of clause (b), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise); (iv) within 90 days after the end of the fiscal year, a certificate of a Responsible Officer of the Parent Guarantor certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such Event of Default has occurred and is continuing, specifying the nature and extent thereof and any event within 105 corrective action taken or proposed to be taken with respect thereto; (v) no later than 45 days after the end of each Fiscal Year Quarterly Reporting Period (or, in respect of Holdingsthe last Quarterly Reporting Period of its fiscal year, 60 days), a Consolidated balance sheet certificate of Holdings and its Subsidiaries a Responsible Officer of the Parent Guarantor, certifying the Liquidity as at of the end last day of such Fiscal YearQuarterly Reporting Period; (vi) on each (a) Allocation Date, an Allocation Date Statement and (b) no later than ten Business Days following the related Consolidated statements start of income or operationseach Quarterly Reporting Period, shareholders’ equity (if available) and cash flows for such Fiscal Yeara Quarterly Freeflow Threshold Statement, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Trustee and the U.S. Collateral Agent and the Brazilian Collateral Agent. The Trustee may, which report prior to the related Distribution Date, provide notice to the Issuer and opinion the U.S. Collateral Agent and the Brazilian Collateral Agent of any information contained in the Allocation Date Statement that the Trustee believes to be incorrect. If the Trustee provides such a notice, the Issuer shall use its reasonable efforts to resolve the discrepancy and provide an updated Allocation Date Statement on or prior to the related Distribution Date. If the discrepancy is not resolved and a replacement Allocation Date Statement is not received by the Trustee prior to the payment of available funds on the related Distribution Date pursuant to the provisions of the Payment Waterfalls and it is later determined that the information identified by the Trustee as incorrect was in fact incorrect and such error resulted in a party receiving a smaller distribution on the Distribution Date than they would have received had there not been such an error, then the Issuer shall indemnify such party for such shortfall. For the avoidance of doubt and, notwithstanding anything to the contrary in this Indenture or in any Shared Collateral Document, the Trustee shall have no obligation to inquire into, investigate, verify or perform any calculations in connection with an Allocation Date Statement or notice from the Trustee in respect of the same; it being understood and agreed that the Trustee shall be prepared in accordance with generally accepted auditing standards entitled to conclusively rely, and shall not be subject liable for so relying, on the Allocation Date Statement last received by it on or prior to each Distribution Date and the Trustee shall have no obligation, responsibility or liability in connection with any “going concern” or like qualification or exception or any qualification or exception as indemnification payment of the Issuer pursuant to the scope immediately preceding sentence; (vii) as soon as possible, and in any event within 15 Business Days after the Chief Financial Officer or the Treasurer of Azul becoming aware of the occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate specifying such audit;Default or Event of Default and what action the Parent Guarantor and its Subsidiaries are taking or propose to take with respect thereto; and (viii) any other reports required to be delivered pursuant to the requirements of the Intercreditor Agreement at the same time such reports are delivered as required thereunder. (b) as soon as availableIn no event shall the Trustee be entitled to inspect, but receive and make copies of materials (except in connection with any event within 50 days after enforcement or exercise of remedies in the end case of each clause (A)) (A) that constitute non-registered Intellectual Property, Azul Fidelidade Customer Data, Azul Traveler Data, Azul Cargo Customer Data or non-financial proprietary information, (B) in respect of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and which disclosure to the figures as set forth in the projections delivered pursuant Trustee, any Collateral Agent or any Holder (or their respective representatives or contractors) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (C) that are subject to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes;attorney client or similar privilege or constitute attorney work product. (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis The requirement for the following Fiscal Year, as customarily prepared by management Parent Guarantor to deliver to the Trustee the information or reports referred to in clauses (i) through (iii) above shall be deemed satisfied if such information or report has been filed with the SEC through the Electronic Data Gathering Analysis and Retrieval (XXXXX) system (or any successor method of filing) or if such information or report is made available on the Loan Parties for its internal use of Holdings Parent Guarantor’s website (and its Subsidiaries; andthe Parent Guarantor shall provide the relevant URL to the Trustee upon request). (d) simultaneously with The requirement for the delivery of each set of financial statements Parent Guarantor to deliver to the Trustee the information, reports or certificates referred to in Section 6.01(aclauses (iv) and Section 6.01(bthrough (viii) aboveabove shall be deemed satisfied if, at its option, the related consolidating financial statements reflecting Parent Guarantor (A) files such information, reports or certificates with the adjustments necessary to eliminate SEC through the accounts Electronic Data Gathering Analysis and Retrieval (XXXXX) system (or any successor method of Unrestricted Subsidiaries and variable interest entities (filing) or if any) from such financial statements and a management narrative information report providing reasonable detail is made available on the financial results Parent Guarantor’s website (and the Parent Guarantor shall provide the relevant URL to the Trustee upon request), and (B) provides written notice to the Trustee that such information, reports or certificates have been so filed or made available. (e) In addition, any information required to be delivered pursuant to this Indenture to the Trustee pursuant to clauses (i) through (viii) above may, at the option of Holdings the Parent Guarantor, be made available by the Trustee to the Holders by posting such information on the Parent Guarantor’s website at a website address to be notified to the Holders from time to time. (f) The Trustee shall have no responsibility to determine if and when any information, reports or certificates have been made available online. Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Issuer, Guarantor or any other Person with any of its covenants under this Indenture or the New First Out Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the period covered by such financial statements compared content, filing or timeliness of any report or other information delivered, filed or posted under or in connection with this Indenture, the other Transaction Documents or the transactions contemplated thereunder. The Trustee has no duty to monitor or confirm, on a continuing basis or otherwise, our compliance with the corresponding prior year period and covenants or with respect to matters disclosed in any reports or other documents filed with the key factors (as determined in good faith by the Borrower) causing such changesSEC or XXXXX or any website under this Indenture.

Financial Statements and Other Reports. Deliver So long as any Notes shall remain outstanding, the Company will deliver to the Administrative AgentBuyer, in form and detail reasonably acceptable to the Administrative Agent: (a) as duplicate: As soon as available, but available and in any event within 105 days after the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 45 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year fiscal year of Holdings the Company, (commencing with the Fiscal Quarter ending May 26, 2012), i) a Consolidated consolidated balance sheet of Holdings the Company and its consolidated Subsidiaries as (included in the Company's Quarterly Report on Form 10-Q filed by the Company with the Commission for the relevant fiscal quarter), and the related consolidated statements of income and changes in financial position for such quarter and for the portion of the fiscal year ended at the end of such Fiscal Quarterquarter, and (ii) the related Consolidated statements of income or operations and cash flows Quarterly Report to Shareholders for such Fiscal Quarter quarter or another report containing summarized information for such quarter and for the portion of Holdings’ Fiscal Year then endedthe fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year quarter and the corresponding portion of the previous Fiscal Year fiscal year; At any time when the Company does not file a Quarterly Report on Form 10-Q with the Commission, as soon as available, and in any event within 45 days after the end of each of the first three quarters in each fiscal year of the Company, unaudited consolidated statements of income, shareholders' equity and cash flows of the Company and its consolidated Subsidiaries for such quarterly period and for the period from the beginning of the current fiscal year to the figures end of such quarterly period, and an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as set at the end of such quarterly period, in each case setting forth in comparative form consolidated figures for the projections delivered pursuant to Section 6.01(c)corresponding periods in the preceding fiscal year, all in reasonable detail, certified prepared by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries Company in accordance with GAAPgenerally accepted accounting principles consistently followed throughout the periods involved, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and certified by the absence principal financial officer of footnotes; (c) as the Company and accompanied by a written discussion of operations in summary form with respect to such quarterly period; As soon as available, but available and in any event no later than 60 within 90 days after the end of each Fiscal Year fiscal year of Holdings commencing the Company, a consolidated balance sheet of the Company and its consolidated Subsidiaries (included in the Company's Annual Report to Shareholders and Annual Report on Form 10-K filed by the Company with the Commission for the relevant fiscal year), and the related consolidated statements of income, changes in stockholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all reported on without material exception or qualification, by Xxxxxxx Xxxx Xxxxxxx Worldwide or other independent public accountants of nationally recognized standing; At any time when the Company does not file an Annual Report on Form 10-K with the Commission, as soon as practicable and in any event within 90 days after the end of each fiscal year of the Company, consolidated statements of income, stockholders' equity and cash flows of the Company and its consolidated Subsidiaries for such year, and a consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form corresponding consolidated figures from the Fiscal Year ending February 23preceding fiscal year, 2013prepared in accordance with generally accepted accounting principles consistently followed throughout the periods involved, an annual budget and certified by Xxxxxxx Xxxx Xxxxxxx Worldwide or other independent public accountants of Holdings recognized national standing, whose certificate shall be satisfactory in scope and its Subsidiaries on a Consolidated basis for substance to the following Fiscal Year, as customarily prepared by management of Buyer and who shall have authorized the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred Company to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from deliver such financial statements and certification thereof to the Buyer, and accompanied by a management narrative report providing reasonable detail on the financial results written discussion of Holdings for the period covered by operations in summary form with respect to such fiscal year; Promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and reports as the Company shall send to its stockholders and of all registration statements compared and regular or periodic reports, including without limitation Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and any current Reports on Form 8-K, in definitive form which it files or which it is or may be required to file with the Commission; and With reasonable promptness, to the corresponding prior year period Buyer, such other financial data the Buyer may reasonably request; provided, however, that (i) neither the Company nor any -------- ------- Subsidiary shall be required to disclose any such information if such disclosure is prohibited by law, and (ii) any information provided pursuant to this paragraph 5A(f) which is designated in writing as proprietary or confidential at the time of receipt thereof, if such information is not otherwise in the public domain, shall not be disclosed by the Buyer to any other Person except (1) to its independent accountants and legal counsel, (2) pursuant to statutory and regulatory requirements, (3) pursuant to any mandatory court order, subpoena or other legal process, (4) to any other holder, or (5) in connection with the exercise of any remedy under this Agreement. The Buyer is hereby authorized to deliver a copy of any financial statement delivered to any holder pursuant to subparagraphs (a) through (e) of this paragraph 5A to any regulatory body having jurisdiction over any holder which requests such information. Any holder is further authorized, from and after the date hereof, to request information from and to have access to, the Company's independent public accountants, and the key factors (Company will direct such accountants to make available to any holder such information as determined in good faith by the Borrower) causing such changesany holder may reasonably request.

Financial Statements and Other Reports. Deliver The Company shall deliver, or shall cause to be delivered, to each of the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentLenders: (a) as As soon as available, but available and in any event within 105 90 days after the end of each Fiscal Year of Holdingscalendar year (except as otherwise provided in Section 6.05), a Consolidated the audited balance sheet of Holdings the Company and its Subsidiaries on a consolidated basis as at the end of such Fiscal Yearcalendar year, and the related Consolidated audited statements of income or operations, shareholders’ stockholders' equity (if available) and comprehensive income and cash flows of the Company and its Subsidiaries on a consolidated basis for such Fiscal Yearcalendar year, and commencing with respect to the calendar year ended December 31, 2003, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding calendar year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and the related opinion of Ernst Deloitte & Young Touche LLP or another Registered Public Accounting Firm such other independent public accountants of nationally recognized national standing reasonably satisfactory acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “Agent (without a "going concern” " or like qualification or exception or and without any qualification or exception as to the scope of such audit;) which opinion shall state that said financial statements present fairly, in all material respects, the financial position and results of operations and its cash flows of the Company and its Subsidiaries as at the end of, and for, such calendar year, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Event of Default. (b) as As soon as available, but available and in any event within 50 60 days after the end of each of the first three Fiscal Quarters (3) quarterly periods of each Fiscal Year of Holdings (commencing with calendar year, the Fiscal Quarter ending May 26, 2012), a Consolidated unaudited balance sheet of Holdings the Company and its Subsidiaries on a consolidated basis as at the end of such Fiscal Quarterperiod, and the related Consolidated unaudited statements of operations, stockholders' equity and comprehensive income or operations and cash flows of the Company and its Subsidiaries on a consolidated basis for such Fiscal Quarter period and for the portion period from the beginning of Holdings’ Fiscal Year then endedthe respective calendar year to the end of such period, and commencing with respect to the quarter ending March 31, 2004, setting forth in each case in comparative form the corresponding figures for the corresponding Fiscal Quarter period in the preceding calendar year, accompanied by the certificate of the previous Fiscal Year and the corresponding portion senior financial officer of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)Company, all in reasonable detailwhich certificate shall state that said financial statements present fairly, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects respects, the financial condition, position and results of operations, shareholders’ equity operations and cash flows of Holdings the Company and its Subsidiaries in accordance conformity with GAAP, as at the end of, and for, such period (subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes;). (c) as soon as available, but in The Company will promptly furnish and will cause the Subsidiaries and any event no later than 60 days ERISA Affiliate to promptly furnish to the Administrative Agent (1) promptly after the end filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each Fiscal Year annual and other report with respect to each Plan subject to Title IV of Holdings commencing at the end ERISA or any trust created thereunder, (2) immediately upon becoming aware of the Fiscal Year ending February 23occurrence of any ERISA Event or of any "prohibited transaction," as described in section 406 of ERISA or in section 4975 of the Code, 2013in connection with any Plan or any trust created thereunder, an annual budget a written notice signed by the President or the principal financial officer of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal YearCompany, the Subsidiary or the ERISA Affiliate, as customarily prepared the case may be, specifying the nature thereof, what action the Company, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by management the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (3) immediately upon receipt thereof, copies of any notice of the Loan Parties for its internal use PBGC's intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan, the Company will, and will cause each Subsidiary and ERISA Affiliate to, (1) satisfy all of Holdings the contribution and its Subsidiaries; andfunding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (2) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA, in each case prior the imposition of any Lien or the posting of any bond or other security or the incurrence of a material underpayment charge or penalty. (d) simultaneously Promptly after the Company knows of any occurrence constituting an Event of Default or having a Material Adverse Effect, a notice of such Event of Default or Material Adverse Effect, describing the same in reasonable detail and what action if any, the Company proposes to take in response thereto. (e) Promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to stockholders generally, and of each regular or periodic report and any registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by the Company or any Subsidiary with or received by the delivery Company or any Subsidiary in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency; provided, however, the foregoing shall not require the Company to provide the Lenders copies of routine business reports sent by the Company to its parent company in the ordinary course of business. (f) From time to time such other information regarding the business, affairs or financial condition of the Company or any Subsidiary (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA) as any Lender or the Administrative Agent may reasonably request; provided, however, that notwithstanding this or any other provision of this Agreement, the access of any and all of the Lenders, their agents and representatives to any information shall at all times be subject to such limitations as the Company may reasonably impose with respect to information that is subject to any confidentiality restrictions, considered by it to be proprietary or subject to attorney-client privilege. (g) Promptly after the furnishing thereof, copies of any statement or report furnished to any Person pursuant to the terms of any indenture, loan or credit or other similar agreement (other than documents executed in connection with this Agreement), and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01. The Company will furnish to each Lender, at the time it furnishes each set of financial statements referred pursuant to in Section 6.01(aparagraph (a) and Section 6.01(bor (b) above, a certificate of a senior financial officer of the related consolidating financial statements reflecting Company (i) to the adjustments effect that no Event of Default has occurred and is continuing (or, if any Event of Default has occurred and is continuing, describing the same in reasonable detail), (ii) setting forth in reasonable detail the computations necessary to eliminate determine whether the accounts Company is in compliance with all of Unrestricted Subsidiaries the terms, conditions, agreements and variable interest entities covenants contained in this Agreement including, without limitation, the covenants contained in Sections 9.12 and 9.13 as of the end of the respective fiscal quarter or calendar year, and (if anyiii) from such financial statements and a management narrative report providing reasonable detail on the financial results listing of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith all Hedging Agreements entered into by the Borrower) causing Company or under which the Company is obligated as of the date of such changescertificate, showing the name of the counterparty, type of hedge, floor, ceiling, volume, percentage of current hedge volume, term, margin threshold and margin held for each such Hedging Agreement.

Financial Statements and Other Reports. Deliver Company will maintain, and cause Holdings and each of its Subsidiaries to the Administrative Agentmaintain, a system of accounting established and administered in form and detail reasonably acceptable accordance with sound business practices to the permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent: (ai) Quarterly Financials: as soon as available, but available and in any event within 105 45 days after the end close of each of the first three Fiscal Quarters in each Fiscal Year of Holdings, to the extent prepared to comply with the requirements of the Securities and Exchange Commission, a Consolidated copy of Holdings’ report on Form 10-Q filed with the Securities and Exchange Commission for such Fiscal Quarter, or, if no such Form 10-Q was filed by Holdings, (a) the consolidated balance sheet sheets of Holdings and its Subsidiaries as at the end of such Fiscal Year, Quarter and the related Consolidated consolidated statements of income or operations, shareholders’ equity (if available) earnings and cash flows of Holdings and its Subsidiaries for such Fiscal YearQuarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied certified by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year chief financial officer of Holdings (commencing with that they fairly present, in all material respects, the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet financial condition of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, dates indicated and the related Consolidated statements results of income or their operations and their cash flows for such Fiscal Quarter the periods indicated, subject to changes resulting from audit and for normal year-end adjustments, and (b) a narrative report describing the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows operations of Holdings and its Subsidiaries in accordance with GAAP, subject only a form reasonably satisfactory to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesAdministrative Agent.

Financial Statements and Other Reports. Deliver Furnish to the Administrative Agent, in form -------------------------------------- Agent and detail reasonably acceptable to the Administrative Agent: Banks (a) as soon as available, but available and in any event within 105 100 days after the end of each Fiscal Year fiscal year of Holdingsthe Company, audited consolidated financial statements of the Company and the Subsidiaries consisting of a Consolidated balance sheet statement of Holdings income and its Subsidiaries as at the end reconciliation of capital accounts of such Fiscal Year, year and the related Consolidated statements balance sheets as of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Yearyear-end, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding year, all in reasonable detail and prepared in accordance conformity with GAAP, audited and accompanied applied on a basis consistent with that of the preceding year, certified, without qualification, by a report and opinion the accounting firm of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing by any other independent certified public accountants reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; Banks; (b) as soon as available, but available and in any event within 50 30 days after the end of each monthly accounting period of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012)Company, a Consolidated balance sheet copy of Holdings the unaudited financial statements of the Company and its the Subsidiaries as at of the end of each such Fiscal Quarterperiod, prepared in conformity with GAAP (but without footnotes and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments) consisting of a balance sheet and a statement of income and surplus for the period from the beginning of the current fiscal year to the end of such accounting period, including, but not limited to, purchase certified by the chief financial officer or chief accounting adjustments, and officer of the absence Company on behalf of footnotes; the Company; (c) as soon as available, but available and in any event no later than 60 within 100 days after the end of each Fiscal Year fiscal year of Holdings commencing at the Parent, a copy of the audited consolidated financial statement of the Parent and its consolidated subsidiaries, including the opinion of the accounting firm of Ernst & Young LLP or of any other independent certified public accountants reasonably satisfactory to the Banks, and a copy of the 10-K report filed by the Parent with the Securities and Exchange Commission for such fiscal year; (d) as soon as available and in any event within 60 days after the close of each quarterly accounting period in each fiscal year of the Parent, a copy of the 10-Q report filed by the Parent with the Securities and Exchange Commission for such quarter; (e) as soon as available and in any event within 20 days after the end of each month, a certificate in the Fiscal Year ending February 23form of Schedule 4.01(e) hereto ("Borrowing Base/Compliance Certificate"), 2013prepared as of the last Business Day of such month; (f) as soon as available and in any event within 30 days after the end of each calendar month a servicing/delinquency report prepared as of the end of such month and showing with respect to the Servicing Portfolio: the number of Mortgage Loans (including Mortgage Loans subject to Mortgage-backed Securities) included therein, the total principal amount thereof, Investor type, geographic concentration, weighted average coupon, weighted average maturity, weighted average servicing fee, delinquency status and foreclosure experience; (g) within five Business Days after the end of each calendar month, an annual budget Inventory/Pipeline Report satisfactory to the Required Banks; (h) promptly upon their becoming available, copies of Holdings and its Subsidiaries on a Consolidated basis all audit reports prepared for FNMA, GNMA or FHLMC with respect to the following Fiscal Year, as customarily prepared by management Company or any subservicer of the Loan Parties for its internal use Company; (i) as promptly as practicable (but in any event not later than five Business Days) after the President, Vice President-Finance or Treasurer of Holdings the Company obtains actual knowledge of the occurrence of any Event of Default or Unmatured Event of Default, notice of such occurrence, together with a detailed statement by an officer of the Company on behalf of the Company of the steps being taken by the Company to cure the Event of Default or Unmatured Event of Default; and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if anyj) from time to time, with reasonable promptness, such further information regarding the business, affairs and financial statements and a management narrative report providing reasonable detail on condition of the financial results of Holdings for Company as the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesAgent or any Bank may reasonably request.

Financial Statements and Other Reports. Deliver Company will deliver to the Administrative AgentAgent for further distribution (and which Administrative Agent shall promptly distribute) to each Lender, in form and detail reasonably acceptable satisfactory to the Administrative Agent: (a) as soon as available, but available and in any event within 105 twenty-five (25) days after the end of each of the first two (2) months of each Fiscal Year of HoldingsQuarter ending after the Effective Date (such reports, a Consolidated the “Monthly Reports”), (i) the consolidated balance sheet of Holdings Company and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such month and (ii) for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth beginning with the monthly financial statements for fiscal year 2005, in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, together with a CFO Certification and an MD&A with respect to each of the foregoing; provided, during any period in which the Leverage Ratio as of the last day of the immediately preceding Fiscal Quarter (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) is 4.50:1.00 or less, Company shall not be required to deliver any Monthly Reports required by this Section 5.1(a) for such period; (b) as soon as available and in any event within forty-five (45) days after the end of the first three (3) Fiscal Quarters of each Fiscal Year, the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year, Quarter and the related Consolidated consolidated statements of income or operationsincome, shareholdersstockholders’ equity (if available) and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with (i) a quarterly accounts receivable exposure report for such Fiscal Quarter in the form prepared by management of Company in the ordinary course of business and (ii) a CFO Certification and an MD&A with respect thereto; (c) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, (i) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a CFO Certification and an MD&A with respect thereto; and (ii) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and in form and substance reasonably satisfactory to Administrative Agent; (d) together with each delivery of financial statements of Company and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate; (e) (i) if, as a result of any change in accounting principles and policies from those used in the preparation of the previous Fiscal Year Historical Financial Statements, the consolidated financial statements of Company and to the figures as set forth in the projections its Subsidiaries delivered pursuant to Section 6.01(c5.1(a), 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in reasonable detailform and substance satisfactory to Administrative Agent; and (ii) promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all final management letters submitted to Company by independent certified by a Responsible Officer on behalf public accountants in connection with each annual, interim or special audit of Holdings as fairly presenting in all material respects the financial condition, results statements of operations, shareholders’ equity and cash flows of Holdings Company and its Subsidiaries made by such accountants, including any comment letter submitted by such accountants to management in connection with their annual audit; (f) together with each delivery of consolidated financial statements of Company and its Subsidiaries pursuant to Section 5.1(c), a written statement by the independent certified public accountants giving the report thereon stating (i) that their audit examination has included a review of the terms of the Credit Documents, (ii) whether, in connection therewith, any condition or event that constitutes an Event of Default with regard to any of the Financial Performance Covenants has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, it being understood that such audit examination was directed primarily at accounting matters; and (iii) that nothing has come to their attention that causes them to believe either or both that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotesterms hereof; (cg) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Company to its public security holders in such capacity or by any Subsidiary of Company to its security holders other than Company or another Subsidiary of Company, and (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority; (h) promptly upon any Responsible Officer obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Company with respect thereto; (ii) that any Person has given any notice to Company or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto; (i) promptly upon any Responsible Officer obtaining knowledge of (i) the institution of, or any written threat of, any Adverse Proceeding not previously disclosed in writing by Company to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either (i) or (ii) is reasonably likely to give rise to a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; (i) promptly but in any event within twenty (20) days after Company, any of its Subsidiaries or any of its ERISA Affiliates knows, or has reason to know, that (1) any ERISA Event with respect to an Employee Benefit Plan has occurred or will occur, or (2) Company, any of its Subsidiaries or any of their respective ERISA Affiliates has applied for a waiver of the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, or (3) the aggregate present value of the Unfunded Benefit Liabilities under all Pension Plans has in any year increased by to an amount in excess of $1,000,000, or (4) any ERISA Event occurs with respect to a Multiemployer Plan which presents a material risk of a partial or complete withdrawal (as described in Section 4203 or 4205 of ERISA) by Company, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan and such withdrawal is reasonably expected to trigger withdrawal liability payments in any year in excess of $5,000,000, or (5) Company, any of its Subsidiaries or any of their respective ERISA Affiliates is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, or (6) the potential withdrawal liability (as determined in accordance with Title IV of ERISA) of Company, any of its Subsidiaries and their respective ERISA Affiliates with respect to all Multiemployer Plans has in any year increased to an amount in excess of $5,000,000, or (7) there is an action brought against Company, any of its Subsidiaries or any of their respective ERISA Affiliates under Section 502 of ERISA with respect to its failure to comply with Section 515 of ERISA, a certificate of the president or chief financial officer of Company setting forth the details of each of the events described in clauses (1) through (7) above as applicable and the action which Company, any of its Subsidiaries or their respective ERISA Affiliates proposes to take with respect thereto, together with a copy of any notice or filing from the PBGC or which may be required by the PBGC or other agency of the United States government with respect to each of the events described in clauses (1) through (7) above, as applicable; (ii) As soon as possible and in any event within ten (10) Business Days after the receipt by the Company (or to the knowledge of the Company, after receipt by any of its Subsidiaries or any of their respective ERISA Affiliates) of a demand letter from the PBGC notifying the Company, its Subsidiaries or their respective ERISA Affiliates of its decision finding liability, a copy of such letter, together with a certificate of the president or chief financial officer of the Company setting forth the action which the Company, its Subsidiaries or their respective ERISA Affiliates proposes to take with respect thereto; (k) as soon as available, but practicable and in any event no later than 60 sixty (60) days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for such Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, (ii) forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for each month of each Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, and (iii) such other information and projections as any Lender may reasonably request; (l) with reasonable promptness, copies of any material amendment, restatement, supplement or other modification to or waiver of the Stock Purchase Agreement and the Management Agreement entered into after the date hereof; (m) in the event that (y) Credit Party acquires rights in Collateral that requires delivery of a Pledge Supplement (as such term is defined in the Pledge & Security Agreement) pursuant to Sections 4.2(b)(i), 4.3(c), 4.4.1(a)(i), 4.6(b), 4.7(b) and 4.8(b) of the Pledge & Security Agreement, then Company shall deliver to the Collateral Agent such Pledge Supplement, within twenty-five (25) days after the end of each Fiscal Year any month in which such Collateral was acquired; and (z) any Credit Party changes its name, type of Holdings commencing at organization or jurisdiction of organization, it shall comply with the end requirements set forth in Section 4.1(b) of the Fiscal Year ending February 23Pledge and Security Agreement; (n) with reasonable promptness, 2013, an annual budget such other information and data with respect to Company or any of Holdings and its Subsidiaries on a Consolidated basis for as from time to time may be reasonably requested by any Lender (through the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changes.Administrative Agent);

Financial Statements and Other Reports. Deliver For so long as any Certificates remain Outstanding, each Company shall furnish (or cause the Lessee Guarantor to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent:furnish): (a) to Certificateholders, Certificate Owners and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as soon as available, but in any event within 105 days after the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at Certificates are not freely transferable under the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;Securities Act; and (b) as soon as availableto the Pass Through Trustee, but who in any event turn shall provide such information, upon a Certificate Owner Request, to Certificateholders and Certificate Owners: (i) within 50 60 days after following the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year the Lessee Guarantor or, if there is no Lessee Guarantor, such Company, a copy of Holdings Form 10-Q (commencing or any successor form) filed by the Lessee Guarantor or the Company, as the case may be, with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows Commission for such Fiscal Quarter and for fiscal quarter, or, if the portion of Holdings’ Fiscal Year Lessee Guarantor or, if there is no Lessee Guarantor, such Company is not then ended, setting forth in each case in comparative form subject to the figures for the corresponding Fiscal Quarter reporting requirements of the previous Fiscal Year and Exchange Act, unaudited consolidated quarterly financial statements for such fiscal quarter in the corresponding portion form required by Section 3(b) of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotesParticipation Agreements; (cii) as soon as available, but in any event no later than 60 within 120 days after the end of each Fiscal Year of Holdings commencing at following the end of the Fiscal Year ending February 23fiscal year of the Lessee Guarantor, 2013or, an annual budget if there is no Lessee Guarantor, such Company, a copy of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal YearForm 10-K (or any successor form) filed by the Lessee Guarantor or the Company, as customarily prepared by management the case may be, with the Commission for such fiscal year, or, if the Lessee Guarantor or, if there is no Lessee Guarantor, such Company, is not then subject to the reporting requirements of the Loan Parties for its internal use Exchange Act, audited consolidated annual financial statements in the form required by Section 5.3(a) of Holdings and its Subsidiariesthe Participation Agreements; and (diii) simultaneously within 20 days after the occurrence thereof, a copy of any current report on Form 8-K (or any successor form) filed by the Lessee Guarantor or the Company with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesCommission.

Financial Statements and Other Reports. Deliver Borrower will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP and to provide the information required to be delivered to the Administrative Lenders hereunder, and will deliver to Agent, and, in form the case of the deliveries required by paragraphs (a) through (f), (l), (m), (o) and detail reasonably acceptable to the Administrative Agent(p), each Lender: (a) as soon as practicable and in any event within thirty (30) days after the end of each month (including the last month of Borrower’s Fiscal Year), a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such month and the related consolidated statements of operations and cash flows for such month, and for the portion of the Fiscal Year ended at the end of such month (i) with sufficient detail and specificity to distinguish and permit Agent to readily discern the revenues and gross profit of Borrower’s different business and product lines, including the business operations and performance of Xxxxx-Xxxxxxx LLC and (ii) setting forth, in each case, to the extent comparable figures are available, in comparative form the figures for the corresponding periods of the previous Fiscal Year and the figures for such month and for such portion of the Fiscal Year ended at the end of such month set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(m), all of the foregoing in reasonable detail and certified by a Responsible Officer as fairly presenting, in all material respects, the financial condition and results of operations of Holdings and its Subsidiaries and as having been prepared in accordance with GAAP applied on a basis consistent with the audited financial statements of Holdings, subject to changes resulting from audit and normal year-end adjustments and the absence of footnote disclosures; (b) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, a consolidated balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of operations, stockholders’ equity (or the comparable item, if Holdings is not a corporation) and cash flows for such Fiscal Year, setting forth in each case, to the extent comparable figures are available, in comparative form the figures for the previous Fiscal Year and the figures for such Fiscal Year set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(m), certified (solely with respect to such consolidated statements) without material qualification (including with respect to the scope of audit) or exception by independent public accountants of nationally recognized standing; (c) together with each delivery of financial statements pursuant to Sections 4.1(a), 4.1(b) and 4.1(n), a Compliance Certificate, and together with each delivery of financial statements pursuant to Section 4.1(b), an Excess Cash Flow Certificate; (d) together with each delivery of financial statements pursuant to Section 4.1(b) above, a written statement by the independent public accountants giving the report thereon stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters; (e) promptly upon receipt thereof, copies of all reports submitted to any Credit Party by independent public accountants in connection with each annual, interim or special audit of the financial statements of any Credit Party made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (f) promptly upon their becoming available, copies of (i) all regular and periodic reports and all registration statements and prospectuses filed by any Credit Party with any securities exchange or with the Securities and Exchange Commission or any successor, (ii) all press releases and other statements made available generally by any Credit Party concerning material developments in the business of any Credit Party and (iii) all Interest Rate Contracts entered into by any Credit Party; (g) promptly upon any officer of any Credit Party obtaining knowledge (i) of the existence of any Event of Default or Default, or becoming aware that the holder of any Debt of any Credit Party in an amount greater than $500,000 has given any notice or taken any other action with respect to a claimed default thereunder, (ii) of any change in any Credit Party’s certified accountant or any resignation, or decision not to stand for re-election, by any member of any Credit Party’s board of directors (or comparable body), (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under any material agreement or instrument (other than the Financing Documents) to which any Credit Party is a party or by which any of its assets is bound, which default could reasonably be expected to have a Material Adverse Effect, or (iv) of the institution of any litigation or arbitration involving an alleged liability of any Credit Party equal to or greater than $500,000 or any adverse determination in any litigation or arbitration involving a potential liability of any Credit Party equal to or greater than $500,000, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Event of Default or Default), event or condition, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (h) within seven (7) Business Days following any officer of any Credit Party obtaining knowledge of (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, (ii) the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA) or to any Multiemployer Pension Plan, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that Borrower or any Subsidiary furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), (v) any material increase in the contingent liability of Borrower or any Subsidiary with respect to any post-retirement welfare plan benefit or (vi) any notice that any Multiemployer Pension Plan is in reorganization, that materially increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposed to take with respect thereto; (i) reasonably promptly upon any officer of any Credit Party obtaining knowledge of any complaint, order, citation, notice or other written communication from any Person delivered to any Credit Party with respect to, or if any officer of any Credit Party becomes aware of (x) the existence or alleged existence of a violation of any Environmental Law or the incurrence of any liability, obligation, loss, damage, cost, expense, fine, penalty or sanction or the requirement to commence any remedial action resulting from or in connection with any air emission, water discharge, noise emission, Hazardous Material or any other environmental, health or safety matter at, upon, under or within any of the properties now or previously owned, leased or operated by any Credit Party, or due to the operations or activities of any Credit Party or any other Person on or in connection with any such property or any part thereof which could reasonably be expected to have a Material Adverse Effect, or (y) any release on any of such properties of Hazardous Materials in a quantity that is reportable under any applicable Environmental Law, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (j) on the last day of each Fiscal Quarter of Borrower, a list of all material registrations or applications to register any Intellectual Property that is owned by any Credit Party with the United States government, any foreign government or any agency or department of the foregoing; (k) promptly upon any officer of any Credit Party obtaining knowledge that any Credit Party has acquired any material ownership rights in any real property, a certificate of a Responsible Officer describing such real property in such detail as Agent shall reasonably require; (l) copies of any reports or notices related to any material taxes and any other material reports or notices received by any Credit Party from, or filed by any Credit Party with, any Federal, state or local governmental agency or body; (m) as soon as available, but in any event within 105 sixty (60) days following the end of each Fiscal Year, Borrower’s annual operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, each for the following Fiscal Year presented on a monthly basis, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Lenders, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of Borrower; (n) as soon as available and in any event within thirty (30) days after the end of each Fiscal Year Quarter (including the last Fiscal Quarter of HoldingsBorrower’s Fiscal Year), a Consolidated consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, Quarter and the related Consolidated consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter Quarter, and for the portion of Holdings’ the Fiscal Year then endedended at the end of such Fiscal Quarter (i) with sufficient detail and specificity to distinguish and permit Agent to readily discern the revenues and gross profit of Borrower’s different business and product lines, including the business operations and performance of Xxxxx-Xxxxxxx LLC and (ii) setting forth forth, in each case case, to the extent comparable figures are available, in comparative form the figures for the corresponding Fiscal Quarter periods of the previous Fiscal Year and the corresponding figures for such Fiscal Quarter and for such portion of the previous Fiscal Year and to ended at the figures as end of such Fiscal Quarter set forth in the projections annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 6.01(c4.1(m), all of the foregoing in reasonable detail, detail and certified by a Responsible Officer on behalf of Holdings as fairly presenting presenting, in all material respects respects, the financial condition, condition and results of operations, shareholders’ equity and cash flows operations of Holdings and its Subsidiaries and as having been prepared in accordance with GAAPGAAP applied on a basis consistent with the audited financial statements of Holdings, subject only to changes resulting from audit and normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, adjustments and the absence of footnotesfootnote disclosures; (co) as soon as available[Reserved]; (p) from time to time, but if Agent determines that obtaining appraisals is necessary in order for Agent or any event no later than 60 days after Lender to comply with applicable laws or regulations, appraisal reports in form and substance and from appraisers satisfactory to Agent (or such Lender) stating the end then current fair market values of each Fiscal Year of Holdings commencing at the end all or any portion of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared real estate owned by management of the Loan Parties for its internal use of Holdings and its Borrower or any Subsidiaries; and (dq) simultaneously with the delivery of each set of financial statements referred reasonable promptness, upon such request, such other information and data with respect to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary any Credit Party as from time to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered time may be reasonably requested by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesAgent or any Lender.

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: (a) The Company will, as soon as available, but practicable and in any event within 105 60 days after the end of each Fiscal Year quarterly period (other than the last quarterly period) in each fiscal year, furnish to THLi statements of Holdingsconsolidated net income and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its Subsidiaries for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a Consolidated consolidated balance sheet of Holdings the Company and its Subsidiaries as at of the end of such Fiscal Yearquarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of the related Consolidated Company, subject to changes resulting from year-end adjustments; PROVIDED, HOWEVER, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the Commission shall be deemed to satisfy the requirements of this clause (i); (b) The Company will, as soon as practicable and in any event within 100 days after the end of each fiscal year, furnish to THLi statements of consolidated net income or operations, shareholders’ equity (if available) and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its Subsidiaries for such Fiscal Yearyear, and a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, setting forth in each case in comparative form the corresponding figures for from the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and prepared in accordance examined and reported on by independent public accountants of recognized national standing selected by the Company; PROVIDED, HOWEVER, that delivery pursuant to clause (iii) below of a copy of the Annual Report on Form 10-K of the Company for such fiscal year filed with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion Commission shall be prepared in accordance with generally accepted auditing standards and shall not be subject deemed to any “going concern” or like qualification or exception or any qualification or exception as to satisfy the scope requirements of such auditthis clause (ii); (bc) The Company will, promptly upon transmission thereof, furnish to each Purchaser copies of all such financial statements, proxy statements, notices and reports as it shall send to its stockholders and copies of all such registration statements (without exhibits), other than registration statements relating to employee benefit or dividend reinvestment plans, and all such regular and periodic reports as it shall file with the Commission; (d) The Company will, promptly after such package becomes available, furnish to THLi copies of all financial reporting packages prepared for management of the Company; and (e) Until the two-year anniversary of the First Closing Date, the Company will, as soon as availablepracticable, but and in any event within 50 5 days after the end of each month, furnish to THLi and GECC detailed reports, and any other information THLi and GECC may reasonably request, relating to (i) the use of Proceeds by the Company and its Subsidiaries and (ii) the Company's compliance with the Retail Plan and the E-Commerce Plan; (f) The Company will promptly furnish to THLi copies of any reports furnished to GECC pursuant to the Note Agreement; and (g) The Company will promptly furnish to THLi copies of any compliance certificates furnished to lenders in respect of indebtedness of the first three Fiscal Quarters Company and its Subsidiaries and, with reasonable promptness, furnish to each Purchaser such other financial and other data of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings Company and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustmentsPurchaser may reasonably request, including, but not limited to, purchase accounting adjustments, and operating financial information for each retail store owned or operated by the absence Company or any of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changes.

Financial Statements and Other Reports. Deliver Each Borrower will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP and to provide the information required to be delivered to the Administrative Lenders hereunder, and will deliver to Agent, and, in form the case of the deliveries required by paragraphs (a) through (f), (l), (m), (o) and detail reasonably acceptable to the Administrative Agent(p), each Lender: (a) as soon as available, but practicable and in any event within 105 thirty (30) days after the end of each month (45 days with respect to any month which is the end of a fiscal quarter and 90 days after the end of Borrowers’ Fiscal Year end), a consolidated and consolidating balance sheet of Holdings and its Consolidated Subsidiaries (including, without limitation, Xxxxxxxx) as at the end of such month and the related consolidated and consolidating statements of operations and cash flows for such month, and for the portion of the Fiscal Year ended at the end of such month setting forth in each case in comparative form the figures for the corresponding periods of the previous Fiscal Year and the figures for such month and for such portion of the Fiscal Year ended at the end of such month set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(l), all in reasonable detail and certified by a Responsible Officer as fairly presenting the financial condition and results of operations of Holdings and its Consolidated Subsidiaries and as having been prepared in accordance with GAAP applied on a basis consistent with the audited financial statements of Holdings, subject to changes resulting from audit and normal year-end adjustments and the absence of footnote disclosures; (b) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of HoldingsYear, a Consolidated consolidated and consolidating balance sheet of Holdings and its Consolidated Subsidiaries as at of the end of such Fiscal Year, Year and the related Consolidated consolidated and consolidating statements of income or operations, shareholdersstockholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal YearYear and the figures for such Fiscal Year set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(l), all in reasonable detail and prepared in accordance certified (solely with GAAP, audited and accompanied respect to such consolidated statements) without qualification by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm independent public accountants acceptable to Agent of nationally recognized standing reasonably satisfactory standing; (c) together with each delivery of financial statements pursuant to the Administrative Sections 4.1(b), a Compliance Certificate and an Excess Cash Flow Certificate; (d) [Reserved]; (e) promptly upon request of Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject copies of all reports submitted to any “going concern” Credit Party by its independent public accountants in connection with each annual, interim or like qualification or exception or special audit of the financial statements of any qualification or exception as Credit Party made by such accountants, including the comment letter submitted by such accountants to the scope of such management in connection with their annual audit; (bf) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by any Credit Party to its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by any Credit Party with any securities exchange or with the Securities and Exchange Commission or any successor, (iii) all press releases and other statements made available generally by any Credit Party concerning material developments in the business of any Credit Party and (iv) all Swap Contracts entered into by any Credit Party; (g) promptly upon any officer of any Credit Party obtaining knowledge (i) of the existence of any Event of Default or Default, or becoming aware that the holder of any Debt of any Credit Party has given any notice or taken any other action with respect to a claimed default thereunder, (ii) of any change in any Credit Party’s certified accountant, (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under any material agreement or instrument (other than the Financing Documents) to which any Credit Party is a party or by which any of its assets is bound or (iv) of the institution of any litigation or arbitration involving an alleged liability of any Credit Party equal to or greater than $500,000 or any adverse determination in any litigation or arbitration involving a potential liability of any Credit Party equal to or greater than $500,000, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Event of Default or Default), event or condition, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (h) promptly upon any officer of any Credit Party obtaining knowledge (other than as set forth in the Information Certificate as of the Closing Date) of (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, (ii) the failure of any member of the Controlled Group to make a required contribution on a timely basis to any ERISA Plan or to any Multiemployer Pension Plan, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that a Borrower or any Subsidiary furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of a reportable event under Section 4043 of ERISA (for which a reporting requirement is not waived) with respect to any Pension Plan, (v) the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), (vi) any material increase in the contingent liability of a Borrower or any Subsidiary with respect to any post-retirement welfare plan benefit or (vii) any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposed to take with respect thereto; (i) other than as set forth in the Information Certificate as of the Closing Date, promptly upon any officer of any Credit Party obtaining knowledge of any complaint, order, citation, notice or other written communication from any Person delivered to any Credit Party with respect to, or if any officer of any Credit Party becomes aware of (x) the existence or alleged existence of a violation of any Environmental Law or the incurrence of any liability, obligation, loss, damage, cost, expense, fine, penalty or sanction or the requirement to commence any remedial action resulting from or in connection with any air emission, water discharge, noise emission, Hazardous Material or any other environmental, health or safety matter at, upon, under or within any of the properties now or previously owned, leased or operated by any Credit Party, or due to the operations or activities of any Credit Party or any other Person on or in connection with any such property or any part thereof or (y) any release on any of such properties of Hazardous Materials in a quantity that is reportable under any applicable Environmental Law, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (j) promptly upon any officer of any Credit Party obtaining knowledge that any Credit Party has either (x) registered or applied to register any Intellectual Property with the U.S. government, any foreign government or any agency or department thereof, or (y) acquired any interest in real property (including leasehold interests in real property), a certificate of a Responsible Officer describing such Intellectual Property and/or such real property in such detail as Agent shall reasonably require; (k) promptly upon receipt or transmission, copies of any reports or notices related to any material taxes and any other material reports or notices received by any Credit Party from, or filed by any Credit Party with, any Federal, state or local governmental agency or body; (l) within thirty (30) days following the conclusion of each Fiscal Year, Borrowers’ annual operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, each for the then following three (3) Fiscal Years, presented on a monthly basis for the next Fiscal Year only and on an annual basis for the two (2) subsequent Fiscal Years, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Lenders, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of Borrowers; (m) as soon as available, but available and in any event within 50 days ten (10) Business Days after the end of each month, and from time to time upon the request of Agent, a Borrowing Base Certificate as of the first three Fiscal Quarters last day of the month most recently ended; (n) within two (2) Business Days after any request therefor, such information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as Agent or any Lender may reasonably request; (o) upon the request of Agent, which may be made not more than once each Fiscal Year year prior to an Event of Holdings Default (commencing with the Fiscal Quarter ending May 26and so long as no Event of Default then exists, 2012at Agent’s expense) and at any time (but not more often than quarterly) while and so long as an Event of Default shall be continuing (in which event, at Borrowers’ expense), a Consolidated balance sheet report of Holdings and its Subsidiaries as at an independent collateral auditor satisfactory to Agent (which may be, or be affiliated with, a Lender) with respect to the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter components of the previous Fiscal Year and Borrowing Base, which report shall indicate whether or not the corresponding portion of the previous Fiscal Year and to the figures as information set forth in the projections Borrowing Base Certificate most recently delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting is accurate and complete in all material respects based upon a review by such auditors of the financial conditionAccounts (including verification with respect to the amount, results aging, identity and credit of operationsthe respective account debtors and the billing practices of Borrowers) and Inventory (including verification as to the value, shareholders’ equity location and cash flows respective types); (p) from time to time, if Agent or any Lender determines that obtaining appraisals is necessary in order for Agent or such Lender to comply with applicable laws or regulations, appraisal reports in form and substance and from appraisers satisfactory to Agent stating the then current fair market values of Holdings and its Subsidiaries in accordance with GAAPall or any portion of the real estate owned by a Borrower or any Subsidiaries. In addition to the foregoing, subject only from time to normal year-end audit adjustments, includingtime, but not limited to, purchase accounting adjustments, and in the absence of footnotes; a Default or Event of Default not more than once during each calendar year, Agent may require Borrowers, at Agent’s expense (cso long as no Event of Default then exists) as soon as available, but to obtain and deliver to Agent appraisal reports in form and substance and from appraisers satisfactory to Agent stating the then current market values of all or any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end portion of the Fiscal Year ending February 23, 2013, an annual budget of Holdings real estate and its personal property owned by either Borrower or any Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiariesthereof; and (dq) simultaneously with the delivery of each set of financial statements referred reasonable promptness, such other information and data with respect to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary any Credit Party as from time to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered time may be reasonably requested by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesAgent or any Lender.

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: (a) as soon as availableUntil such time, but in any event within 105 days after if any, that Rivian Parent begins making filings with the end SEC under Sections 13 and 15(d) of the Exchange Act, the Co-Issuers will deliver to the Trustee and each Fiscal Year Holder each of Holdingsthe financial statements, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Yearreports, notices, and Officer’s Certificates required pursuant to, and within the related Consolidated statements of income or operationstimeframes required by, shareholders’ equity (if availableSections 5.01(a), 5.01(b) and cash flows for such Fiscal Year5.01(c) of the ABL Credit Agreement, setting forth as in each case in comparative form effect on the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;date hereof. (b) as soon as availableAt any time after the date, but in any event if any, that Rivian Parent begins making filings with the SEC under Sections 13 and 15(d) of the Exchange Act, the Co-Issuers will deliver to the Trustee and each Holder within 50 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year of Holdings Rivian Parent (commencing with the Fiscal Quarter ending May 26fiscal quarter ended September 30, 20122021), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter periods of the previous Fiscal Year (which requirement to set forth comparative form figures shall commence with the fiscal quarter ended March 31, 2022), in the case of the statements of income and cash flows, and as of the end of the most recent period of such Fiscal Year, in the case of the consolidated balance sheet, (i) a consolidated balance sheet of the Company as at the end of such quarter and the corresponding related income statement and statement of cash flows, in each case, for such quarter, and for the portion of the previous Fiscal Year ended at the end of such quarter, and (ii) a management discussion and analysis of the Company and its subsidiaries for such quarter; provided, however, that solely with respect to the figures as set forth in first report under this Section 4.01(b) following the projections delivered pursuant date, if any, that Rivian Parent begins making filings with the SEC under Sections 13 and 15(d) of the Exchange Act, the Co-Issuers shall not be required to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects deliver the financial condition, results of operations, shareholders’ equity statements and cash flows of Holdings management discussion required under this Section 4.01(b) until required to do so under applicable SEC rules and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes;regulations. (c) as soon as availableAt any time after the date, but in any event no later than 60 if any, that Rivian Parent begins making filings with the SEC under Sections 13 and 15(d) of the Exchange Act, the Co-Issuers will deliver to the Trustee and each Holder, within 90 days after the end of each Fiscal Year of Holdings Rivian Parent (commencing at with the Fiscal Year ended December 31, 2021), setting forth in each case in comparative form figures for the previous Fiscal Year, a consolidated and consolidating balance sheet of the Company and its consolidated subsidiaries as of the end of the such Fiscal Year ending February 23and the related consolidated statements of operations, 2013, an annual budget of Holdings members’ equity and its Subsidiaries on a Consolidated basis cash flows for the following such Fiscal Year, as customarily prepared audited by management Deloitte or other independent public accountants of the Loan Parties for its internal use of Holdings and its Subsidiaries; andnationally recognized standing. (d) simultaneously At any time after the date, if any, that Rivian Parent begins making filings with the SEC under Sections 13 and 15(d) of the Exchange Act, within ten (10) Business Days after the occurrence of any event that would be required to be filed with the SEC on Form 8-K as in effect on the Closing Date (if the Company had been a reporting company under Section 15(d) of the Exchange Act), the Co-Issuers will deliver to the Trustee and each Holder a current report describing such event; provided that the foregoing shall not obligate the Company to make available (i) any information otherwise required to be included on a Form 8-K regarding the occurrence of any event if the Company determines in its good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole, (ii) an exhibit or a summary of the terms of any employment or compensatory arrangement, agreement, plan or understanding between the Company or any of its Subsidiaries and any director, officer or manager of the Company or any of its Subsidiaries, (iii) copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K or (iv) any confidential information obtained from another Person or any trade secrets, privileged information or competitively sensitive information. (e) The Co-Issuers will deliver to the Trustee and each Holder, together with each delivery of financial statements pursuant to Sections 4.01(a), 4.01(b) and Section 4.01(c), an Officer’s Certificate (i) stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal quarter has been made under the supervision of the signing Officers with a view to determining whether the Note Parties have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his/her knowledge the Note Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred and is continuing on the date such Officer’s Certificate is delivered, describing all such Defaults or Events of Default of which the Officer may have knowledge); provided, that on and after the date, if any, on which the FCCR Covenant Trigger occurs, such Officer’s Certificate shall only need to be provided on the date of delivery of financial statements with respect to the preceding Fiscal Year, and the reference in this clause (i) to “the preceding fiscal quarter” shall instead be deemed to be a reference to the “preceding Fiscal Year”; and (ii) setting forth reasonably detailed calculations of Liquidity and the Fixed Charge Coverage Ratio with respect to any period prior to the occurrence of the FCCR Covenant Trigger; provided that, if for such period the Fixed Charge Coverage Ratio is less than zero, then the Officer’s Certificate may provide a reasonably detailed calculation of Consolidated EBITDA in lieu of the Fixed Charge Coverage Ratio and certify that the Fixed Charge Coverage Ratio is less than zero; provided, further, that with respect to the fiscal quarter end upon which the FCCR Covenant Trigger occurs, such Officer’s Certificate for such fiscal quarter shall certify that the FCCR Covenant Trigger has occurred. (f) The Co-Issuers will deliver to the Trustee and each Holder, within 30 days after the Co-Issuers (or any of them) become aware of the occurrence of any Default or Event of Default (unless such Default or Event of Default shall have been cured or waived prior to the expiration of such 30-day period), an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the actions which the Co-Issuers are taking or propose to take with respect thereto. (g) So long as Rivian Parent is not making filings with the SEC under Sections 13 and 15(d) of the Exchange Act, the Co-Issuers will deliver to the Trustee and each Holder with reasonable promptness, copies of any material notices (other than operational notices) or reports (but excluding financial statements, projections and business plans) provided pursuant to the ABL Credit Agreement or any Permitted Additional Indebtedness Document not otherwise provided to the Trustee under this Section 4.01. (h) [Reserved]. (i) To the extent not satisfied by the foregoing, the Co-Issuers will, for so long as any Notes are outstanding, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (j) To the extent any information required by Sections 4.01(a)-(i) is not provided as required pursuant to this Section 4.01 within the time periods specified and such information is subsequently provided, the Co-Issuers will be deemed to have satisfied their obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 7 hereof if the Trustee or the Applicable Holders have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or canceled prior to such cure. (k) Notwithstanding anything to the contrary set forth in this Section 4.01, the Co-Issuers shall be deemed to have satisfied their obligations pursuant to Sections 4.01(a), 4.01(b) and 4.01(c) by providing financial statements, and a management discussion and analysis, of Rivian Parent or any other direct or indirect parent entity of the Company, in each case for the relevant periods required by, and otherwise meeting the requirements of, Section 4.01(a), Section 4.01(b) or Section 4.01(c), as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Rivian Parent or such parent entity, on the one hand, and information relating to the Company and its consolidated subsidiaries, on the other hand (unless such differences are immaterial to the interests of the Holders). For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (l) Notwithstanding anything to the contrary set forth in this Section 4.01, the Co-Issuers may comply with their obligations to provide information to the Trustee and each Holder if the Co-Issuers or any parent entity thereof (i) file such information publicly via the SEC’s XXXXX filing system (or any successor system), (ii) make such information publicly available on the commercial website of the Co-Issuers or any parent entity thereof and provide reasonably prompt written notice thereof to the Trustee and each Holder (which may be by email) of the availability of the information and/or (iii) make such information available to the Holders on a website (which may require a confidentiality acknowledgement and may be maintained by the Company or a third party service provider) to which access will be given to Holders, bona fide prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) and (7) of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Co-Issuers), and securities analysts (to the extent providing analysis of an investment in the Notes) and market making financial institutions that are reasonably satisfactory to the Co-Issuers who agree to treat such information and reports as confidential; provided that the Co-Issuers may deny access to any competitively-sensitive information and reports otherwise to be provided pursuant to this paragraph to any Holder, bona fide prospective investors, security analyst or market maker that is a Competitor of the Co-Issuers and their Subsidiaries or any parent entity thereof to the extent that the Co-Issuers determine in good faith that the provision of such information and reports to such Person would be competitively harmful to the Co-Issuers and their Subsidiaries or any parent entity thereof; provided further, that each person with valid access to such website will receive an email notification (sent to the email address used by such person to obtain access to such website) when any information is posted to such website. The Co-Issuers may condition the delivery of each set any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions pursuant to clause (iii) above on the agreement of financial statements referred such Persons to in Section 6.01(a(A) treat all such reports (and the information contained therein) and information as confidential, (B) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (C) not publicly disclose any such reports (and the information contained therein) and information. (m) Delivery under this Section 6.01(b) above4.01 of reports, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries information and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared documents to the corresponding prior year period Trustee is for informational purposes only. The Trustee shall have no duty to review or analyze any reports furnished or made available to it and the key factors Trustee’s receipt of such reports, information and documents shall not constitute actual or constructive knowledge of the information contained therein or determinable therefrom, including the Co-Issuers’ compliance with any of their covenants hereunder (as determined in good faith by to which the Borrower) causing such changesTrustee is entitled to rely exclusively on Officer’s Certificates).

Financial Statements and Other Reports. Deliver The Borrower shall furnish to the Administrative Agent, Agent in form and detail reasonably acceptable sufficient copies for distribution to the Administrative AgentLenders: (ai) as soon as available, but available and in any event within 105 45 days after the end of the first three fiscal quarters of each fiscal year, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter, and the related consolidated and, as to statements of income only, consolidating statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of the Borrower stating that such financial statements fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; (ii) as soon as available and in any event within 90 days after the end of each Fiscal Year of Holdingsfiscal year, a Consolidated consolidated and consolidating balance sheet of Holdings the Borrower and its Subsidiaries as at of the end of such Fiscal Yearfiscal year, and the related Consolidated consolidated and, as to statements of income or operationsonly, consolidating statements of income, shareholders’ equity (if available) and cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all and (A) in reasonable detail and prepared in accordance with GAAPthe case of such consolidated financial statements, audited and accompanied by a an audit report and opinion thereon of Ernst & Young Mxxx Axxxx LLP or another Registered Public Accounting Firm firm of nationally independent certified public accountants of recognized national standing reasonably satisfactory acceptable to the Administrative AgentMajority Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject qualified as to any “(1) going concern” , or like qualification or exception or (2) any qualification or exception as to limitation in the scope of such the audit; , and (bB) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end case of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detailconsolidating financial statements, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the Borrower; (iii) together with the financial conditionstatements required pursuant to clauses (i) and (ii), results a Compliance Certificate of operationsa Responsible Officer as of the end of the applicable accounting period; (iv) together with the financial statements required pursuant to clause (ii), an Update Certificate of a Responsible Officer as of the end of the applicable fiscal year; (v) promptly upon receipt thereof, copies of all reports submitted to the Borrower by its independent certified public accountants in connection with each annual, interim or special audit examination of the Borrower and its Subsidiaries made by such accountants, including the “management letter” submitted by such accountants to the Borrower in connection with their annual audit; (vi) as soon as available and in any event not less than 30 days prior to the start of each fiscal year, a consolidated financial forecast for the Borrower and its Subsidiaries for the following fiscal year and each fiscal year thereafter through the Final Maturity Date, including forecasted consolidated balance sheets, consolidated statements of income, shareholders’ equity and cash flows of Holdings the Borrower and its Subsidiaries which forecast shall (A) state the assumptions used in accordance with GAAPthe preparation thereof, subject only (B) contain such other information as reasonably requested by the Agent or the Majority Lenders and (C) be in form reasonably satisfactory to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, the Agent and the absence of footnotesMajority Lenders; (cvii) as soon as available, but available and in any event no not less than 30 days prior to the start of each fiscal year, budgets of the Borrower and its Subsidiaries for each quarter of the following fiscal year, which budgets shall (A) state the assumptions used in the preparation thereof, (B) be in form satisfactory to the Agent and the Majority Lenders, and (C) be accompanied by a statement of a Responsible Officer of the Borrower that, to the best of such Responsible Officer’s knowledge, such budgets are a reasonable and good-faith estimate for the period covered thereby; (viii) as soon as available and in any event not later than 60 days after the end last Business Day of each Fiscal Year fiscal month, (A) a completed Borrowing Base Certificate, (B) full and complete reports with respect to the Receivables, including information as to concentration, aging, identity of Holdings commencing at Receivable Debtors, letters of credit securing Receivables, disputed Receivables and other matters, as the Agent shall reasonably request, and (C) a detailed schedule of the Borrower’s Inventory, each as of the end of the Fiscal Year ending February 23immediately preceding fiscal month and in form and substance reasonably satisfactory to the Agent; (ix) promptly after the same are released, 2013, an annual budget copies of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiariesall press releases; and (dx) simultaneously promptly after the giving, sending or filing thereof, copies of all reports, if any, which the Borrower or any of its Subsidiaries sends to the holders of its respective capital stock or other securities and of all reports or filings, if any, by the Borrower or any of its Subsidiaries with the SEC or any national securities exchange. As to any information contained in materials furnished pursuant to clause (x), the Borrower shall not be separately required to furnish such information under clause (i) or (ii), but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (i) and (ii) at the times specified therein. Additionally, reports required to be delivered pursuant to clauses (i), (ii) or (x) of subsection 10.01(a) (to the extent any such financial statements, reports or proxy statements are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports, or provides a link thereto, either: (i) on the Borrower’s website on the Internet at the website address listed on Schedule 2; or (ii) when such report is posted electronically on IntraLinks/IntraAgency or other relevant website to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent), if any, on the Borrower’s behalf; provided that: (A) the Borrower shall deliver paper copies of such reports to the Agent or any Lender who requests the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Agent or such Lender; (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Agent and each Lender of the posting of any such reports and provide to the Agent by email electronic versions (i.e. soft copies) of such reports; and (C) in every instance the Borrower shall provide paper copies of the Compliance Certificates required by clause (iii) above to the Agent and each of the Lenders. Except for such Compliance Certificates, the Agent shall have no obligation to request the delivery or to maintain copies of each set of financial statements the reports referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary and in any event shall have no responsibility to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith monitor compliance by the Borrower) causing Borrower with any such changesrequest for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such reports.

Financial Statements and Other Reports. Deliver Staffing 360 will deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: : (a) as soon available, but no later than thirty (30) days after the last day of each month, a company prepared “flash report” covering Staffing 360’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner, scope and detail consistent with the Staffing 360’s flash reports provided to Agent prior to the Closing Date, certified by a Responsible Officer and in a form acceptable to Agent, (b) as available, but in any event within 105 no later than thirty (30) days after the end last day of each Fiscal Year fiscal quarter of HoldingsStaffing 360, a Consolidated company prepared consolidated balance sheet of Holdings sheet, cash flow and income statement (including year-to-date results) covering Staffing 360’s and its Subsidiaries Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter fiscal quarter of the previous Fiscal Year fiscal year and the corresponding portion of the previous Fiscal Year and to the projected figures as set forth in for such period based upon the projections delivered pursuant to Section 6.01(c)required hereunder, all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting and in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only a form acceptable to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; Agent; (c) together with the flash reports described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (d) as soon as available, but in any event no later than 60 one hundred five (105) days after the end last day of Staffing 360’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion, provided, however, for the Staffing 360’s 2015 fiscal year only, the opinion may contain a going concern qualification that is based on the Staffing 360’s liquidity consistent with the financial information described in Section 3.5 and with the closing and fundings under the terms of this Agreement; (e) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Staffing 360’s security holders or to any holders of Subordinated Debt 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; (f) a prompt written report of any legal actions pending or threatened against any Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Credit Party or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (g) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (h) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Credit Parties, their business and the Collateral as Agent may from time to time reasonably request. Staffing 360 will, within thirty (30) days after the last day of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23month, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and deliver to Agent (di) simultaneously with the delivery of each set of first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements referred to described in Section 6.01(a) and Section 6.01(bclause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the related consolidating financial statements reflecting covenants set forth in this Agreement. Promptly upon their becoming available, Borrower shall deliver to Agent copies of all Swap Contracts and Material Contracts. Borrower will, within ten (10) Business Days after the adjustments necessary last day of each month, deliver to eliminate Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Credit Parties shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the accounts of Unrestricted Subsidiaries and variable interest entities thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered , as rated by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesA.M. Best Company, Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: (a) as The Company shall maintain true and proper books, records, reports, and accounts in which shall be entered all transactions of the Company. The Company shall also maintain all schedules to this Agreement and shall update such schedules promptly upon receipt of new information relating thereto. (b) As soon as available, but in any event within 105 days after the end not later than May 31 of each Fiscal Year Year, the Company shall furnish each Member a copy of Holdings, a Consolidated the audited consolidated balance sheet of Holdings the Company and its Subsidiaries subsidiaries (if any) as at the end of such Fiscal Year, year and the related Consolidated audited statements of income or operationsincome, shareholders’ equity (if available) retained earnings and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear and a comparison between the audited balance sheet of the Company and its subsidiaries (if any) and the related statements of operations, shareholders’ equity and cash flows referred to above, all in reasonable detail and prepared in accordance with GAAP, such financial statements audited and accompanied certified by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory independent public accountants acceptable to the Administrative Agent, which report and opinion Requisite Members. Such financial statement shall be prepared in accordance with generally accepted auditing standards and shall not be subject to on a consolidated basis if the Company has any “going concern” or like qualification or exception or subsidiaries during any qualification or exception as to the scope relevant period of such audit;time. (bc) as As soon as availablepracticable, but in any event within 50 sixty (60) days after the end of each of the first three Fiscal Quarters (3) quarters of each Fiscal Year Year, Company shall furnish to each Member unaudited statements of Holdings income and cash flows of the Company and its subsidiaries (commencing with the Fiscal Quarter ending May 26if any) for such fiscal quarter, 2012), a Consolidated and an unaudited balance sheet and a statement of Holdings members’ equity of the Company and its Subsidiaries subsidiaries (if any) as at of the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)fiscal quarter, all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries prepared in accordance with GAAP, GAAP (except that such financial statements may (i) be subject only to normal year-end audit adjustments, including, but ; and (ii) not limited to, purchase accounting adjustments, and contain all or any notes thereto that may be otherwise required by GAAP). Such financial statement shall be prepared on a consolidated basis if the absence Company has any subsidiaries during any relevant period of footnotes;time. (cd) as soon as available, but in any event no later than 60 days after The Company shall deliver draft Schedule K-1s to the end Members prior to March 1 of each Fiscal Year and final Schedule K-1s to the Members prior to March 15 of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following each Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changes.

Financial Statements and Other Reports. Deliver Company will deliver to the Administrative Agent, in form Agent and detail reasonably acceptable to the Administrative AgentLenders: (i) Quarterly Financials: (a) as soon as available, but in any event within 105 no later than 45 days after the end first three Fiscal Quarters of each Fiscal Year of HoldingsYear, a Consolidated the consolidated balance sheet of Holdings Company, its Subsidiaries and its Unrestricted Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year and the related consolidated statements of Holdings (commencing with the income and cash flows of Company, its Subsidiaries and its Unrestricted Subsidiaries for such Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet and for the period from the beginning of Holdings and its Subsidiaries as at the then current Fiscal Year to the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (cb) as soon as available, promptly when available but in any event no later than 60 days after the end of the first three Fiscal Quarters of each Fiscal Year Year, the consolidated balance sheet of Holdings commencing Company and its Subsidiaries as at the end of each Fiscal Quarter and the Fiscal Year ending February 23, 2013, an annual budget related consolidated statements of Holdings income and cash flows of Company and its Subsidiaries on a Consolidated basis for such Fiscal Quarter and for the following period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case (under both clauses (a) and (b) above) in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, as customarily prepared all in reasonable detail and certified (in the case of both clauses (a) and (b) above) by management the chief financial officer of Company that they fairly present, in all material respects in accordance with GAAP, the Loan Parties for financial condition of Company, its internal use of Holdings Subsidiaries and its Unrestricted Subsidiaries or Company and its Subsidiaries; and (d) simultaneously with , as the delivery of each set of financial statements referred to in Section 6.01(a) case may be, as at the dates indicated and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings their operations and their cash flows for the period covered by such financial statements compared periods indicated, subject to the corresponding prior year period changes resulting from audit and the key factors (as determined in good faith by the Borrower) causing such changesnormal year-end adjustments.

Financial Statements and Other Reports. Deliver After the Closing Date, the Company agrees to send the Administrative Agent, in form and detail reasonably acceptable following reports to the Administrative Agenteach holder of Series D Preferred Stock: (a) so long as the Company is subject to the requirements of, or otherwise making filings pursuant to, Section 13 or 15(d) of the Exchange Act, within three (3) days after the filing with the Commission, a copy of its Annual Report on Form 10-KSB or Form 10-K, its Quarterly Reports on Form 10-QSB or Form 10-Q, any proxy statements or information statements and any Current Reports on Form 8-K, together in each case with amendments thereto; (b) within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; (c) promptly upon receipt thereof, copies of reports, if any, submitted to the Company by independent accountants in connection with each annual or interim audit of the books of the Company made by such accountants; and (d) all other information sent to holders of the Common Stock or any other equity security holder. Without limiting the foregoing, the Company shall deliver to each Purchaser until such Purchaser transfers, assigns (except in the case of an assignment to an Affiliate) or sells all of its Series D Preferred Stock (i) as soon as available, but practicable and in any event within 105 45 days after the end of each Fiscal Year fiscal quarter, the following information: consolidated statements of Holdingsincome, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal period and for the period from the beginning of the then current fiscal year to the end of such fiscal period and a Consolidated comparison of each such item to the then current budget, and the balance sheet of Holdings the Company and its Consolidated Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Yearfiscal period, setting forth in each case in comparative form the figures for the previous Fiscal Yearcorresponding periods in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAPdetail, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception accounting principles consistently applied throughout the periods involved, certified as to fair presentation by the scope principal financial officer of such audit; the Company and accompanied by a written discussion of operations in summary form; and (bii) as soon as available, but practicable and in any event within 50 90 days after the end of each fiscal year of the first three Fiscal Quarters Company, the following information: statements of each Fiscal Year income, stockholders’ equity and cash flows of Holdings (commencing with the Fiscal Quarter ending May 26Company and its consolidated Subsidiaries for such year, 2012), and a Consolidated consolidated balance sheet of Holdings the Company and its consolidated Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then endedyear, setting forth in each case in comparative form corresponding figures from the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)preceding fiscal year, all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries prepared in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase generally accepted accounting adjustmentsprinciples consistently applied throughout the periods involved, and accompanied by an opinion of BDO Xxxxxxx XX, or another firm of independent public accountants of recognized national standing selected by the absence of footnotes; Company, to the effect that the consolidated financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (cexcept for changes in application in which such accountants concur and as are noted therein) as soon as available, but in any event no later than 60 days after and present fairly the end of each Fiscal Year of Holdings commencing at the end financial condition of the Fiscal Year ending February 23, 2013, an annual budget of Holdings Company and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted consolidated Subsidiaries and variable interest entities (if any) from that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; and accompanied by a written discussion of operations by management narrative report providing in summary form with respect to such fiscal year, including a comparison to budget. Each Purchaser is hereby authorized to deliver a copy of any financial statement delivered to it pursuant to this Section 4.1 to any regulatory body having jurisdiction over it that requests such information. Subject to compliance with reasonable detail on confidentiality requirements imposed by the financial results of Holdings for the period covered by such financial statements compared Company, each Purchaser shall have reasonable access to the corresponding prior year period Company, including its management, and its books and records during regular business hours and is further authorized to request information from and to have access to, at the key factors (Company’s expense, the Company’s independent public accountants. The Company shall request such accountants to make available to any Purchaser such information as determined in good faith by such Purchaser may reasonably request. Notwithstanding the Borrower) causing foregoing, the Company need not provide any Purchaser with any information pursuant to this Section 4.1 which the Company reasonably believes constitutes material, non-public information, unless such changesPurchaser has entered into an acceptable written confidentiality agreement with the Company.

Financial Statements and Other Reports. Deliver The Credit Parties will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP, and will deliver to each of the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentLenders: (a) as soon as available, but practicable and in any event within 105 30 days after the end of each month, a consolidated and consolidating balance sheet of the Credit Parties as at the end of such month and the related consolidated and consolidating statements of operations and cash flows for such month, and for the portion of the Fiscal Year ended at the end of such month setting forth in each case in comparative form the figures for the corresponding periods of the previous Fiscal Year and the figures for such month and for such portion of the Fiscal Year ended at the end of such month set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 6.01(j), all in reasonable detail and certified by the chief financial officer of the Company as fairly presenting the financial condition and results of operations of the Credit Parties and as having been prepared in accordance with GAAP applied on a basis consistent with the audited financial statements of the Credit Parties, subject to the absence of footnotes and to changes resulting from audit and normal year-end adjustments; (b) as soon as available and in any event within 120 days after the end of the Fiscal Year ending December 31, 1998 and 90 days after the end of each Fiscal Year of Holdingsthereafter, a Consolidated consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Credit Parties as at of the end of such Fiscal Year, Year and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ stockholders' equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all certified (solely with respect to such consolidated statements) without qualification by independent public accountants of nationally recognized standing, and any actuarial report of claims incurred but not reported given by such independent public accountants; (i) together with each delivery of financial statements pursuant to (a) and (b) above, an Officers' Certificate of the Company and the Holding Company stating that the officers executing such certificate have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings transactions and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter condition of the previous Fiscal Year and Credit Parties during the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared and that such review has not disclosed the existence during or at the end of such accounting period, and that such officers do not have knowledge of the existence as at the date of such Officers' Certificate, of any Default, or, if any such Default existed or exists, specifying the nature and period of existence thereof and what action the Credit Parties have taken or are taking or propose to take with respect thereto; (ii) together with each delivery of financial statements for each month and Fiscal Year, a compliance certificate of the chief financial officer or treasurer of the Company (x) providing details of all transactions between the Credit Parties and any Person referred to in Section 7.08, (y) demonstrating in reasonable detail compliance during and at the end of such accounting period with the covenants contained in Sections 7.14 through 7.19 and (z) if not specified in the financial statements delivered pursuant to (a) or (b) above, as the case may be, specifying the aggregate amount of interest paid or accrued and the aggregate amount of depreciation and amortization charged, during such accounting period; and (iii) beginning with the delivery of the financial statements for the fiscal year ending December 31, 1999, together with each delivery of financial statements pursuant to (b) above, a statement setting forth in reasonable detail the computation of Excess Cash Flow, if any, for such Fiscal Year, certified by the chief financial officer of the Company as having been prepared from such financial statements in accordance with this Agreement; (d) together with each delivery of financial statements pursuant to (b) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters, (ii) stating whether, in connection with their audit examination, any Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in the certificates delivered therewith pursuant to (c) above is not correct and that the matters set forth in the compliance certificate delivered therewith pursuant to clause (ii) of (c) above for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement; (e) promptly upon receipt thereof, copies of all reports submitted to any Credit Party by independent public accountants, actuaries or consultants in connection with each annual, interim or special audit of the financial statements of the Credit Parties made by such accountants or any actuarial or other analysis of accrued claims by such actuary or consultant, including the comment letter submitted by such accountants to management in connection with their annual audit; (f) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Credit Parties to their security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by any Credit Party with any securities exchange or with the Securities and Exchange Commission or any governmental authority succeeding to any of its functions and (iii) all press releases and other statements made available generally by any Credit Party to the corresponding prior year public concerning material developments in the business of the Credit Parties; (g) promptly upon any officer of any Credit Party obtaining knowledge (i) of the existence of any Default, or becoming aware that the holder of any Debt of any Credit Party that singly, or when aggregated with all other Debt of any of the Credit Parties the holder of which has taken similar actions equals or exceeds $100,000 in principal amount outstanding, has given any notice or taken any other action with respect to a claimed default thereunder, (ii) of any change in the Credit Parties' certified accountant or any resignation, or decision not to stand for re-election, by any member of the Holding Company's board of directors, (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under the Service Agreement with Coventry Health Care, the Service Agreement with Priority or any other material Service Agreement or any agreement or instrument (other than the Financing Documents) the indebtedness or obligation under which either singly or when aggregated with all other claims or Persons taking similar action, is equal to or greater than $100,000, to which any Credit Party is a party or by which any of their assets are bound or (iv) of the institution of any litigation or arbitration involving an alleged liability of any one or more Credit Parties equal to or greater than $100,000 or any adverse determination in any litigation or arbitration proceedings that singly or when aggregated with all other outstanding litigation or arbitration claims involve a potential liability of any one or more of the Credit Parties equal to or greater than $100,000, an Officers' Certificate of the Company specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the key factors nature of such claimed default (including any Default), event or condition, and what action the Credit Parties have taken, are taking or propose to take with respect thereto; (h) if and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as determined defined in good faith Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth details as to such occurrence and action, if any, which the Company or applicable member of the ERISA Group is required or proposes to take; (i) copies of any reports or notices related to taxes and any other material reports or notices received by any Credit Party from, or filed by any Credit Party with, any Federal, state or local governmental agency or body regulating the activities of any Credit Party; (j) within thirty days prior to the conclusion of each Fiscal Year, the Credit Party's annual operating and capital expenditure budgets and cash flow forecast for the following Fiscal Year presented on a monthly basis, which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Lenders; (k) with reasonable promptness, such information and data with respect to the Collateral as may be requested by the BorrowerAgent (or such other affiliate of NationsCredit as shall be engaged for such purpose) causing in connection with any collateral audit performed pursuant to Section 6.06; and (l) with reasonable promptness, such changesother information and data with respect to the Company or any Credit Party as from time to time may be reasonably requested by any Lender.

Financial Statements and Other Reports. Deliver Unless otherwise provided below, Company will deliver to the Administrative Agent, in form Agent and detail reasonably acceptable to the Administrative Agent: (a) as Lenders:‌ Annual Financial Statements. As soon as available, but and in any event within 105 days by April 30 of the following year after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2023, the audited consolidated balance sheets of Holdings, a Consolidated balance sheet of Holdings Company and its Consolidated Subsidiaries as at the end of such Fiscal Year, and the related Consolidated consolidated statements of income or operationsincome, shareholdersstockholders’ equity (if available) and cash flows of Company and its Consolidated Subsidiaries for such Fiscal Year, also setting forth in each case in comparative form column from the corresponding figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm independent public accountants of nationally recognized standing as shall be retained by Company and be reasonably satisfactory to Administrative Agent (it being understood that the “Big Four” accounting firms are hereby approved by Administrative Agent), which report and opinion shall be prepared in accordance with generally accepted auditing standards relating to reporting and which report and opinion shall not be subject to any “going concern” or like qualification or exception or any explanation, qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each other than solely with respect to, or resulting solely from, an upcoming maturity date of the first three Fiscal Quarters Loans and Commitments under this Agreement occurring within one year from the time such opinion is delivered, together with a certificate signed by an Authorized Officer of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26Company, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as effect that such financial statements fairly presenting present in all material respects the consolidated financial condition, position of Company and its Consolidated Subsidiaries as at the dates indicated and the consolidated results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries their operations for the periods indicated in accordance conformity with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changes.

Financial Statements and Other Reports. Deliver So long as any Notes shall remain outstanding, the Company will deliver to the Administrative AgentBuyer, in form and detail reasonably acceptable to the Administrative Agentduplicate: (a) as As soon as available, but available and in any event within 105 days after the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 45 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year fiscal year of Holdings the Company, (commencing with the Fiscal Quarter ending May 26, 2012), i) a Consolidated consolidated balance sheet of Holdings the Company and its consolidated Subsidiaries as (included in the Company's Quarterly Report on Form 10-Q filed by the Company with the Commission for the relevant fiscal quarter), and the related consolidated statements of income and changes in financial position for such quarter and for the portion of the fiscal year ended at the end of such Fiscal Quarterquarter, and (ii) the related Consolidated statements of income or operations and cash flows Quarterly Report to Shareholders for such Fiscal Quarter quarter or another report containing summarized information for such quarter and for the portion of Holdings’ Fiscal Year then endedthe fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year quarter and the corresponding portion of the previous Fiscal Year fiscal year; (b) At any time when the Company does not file a Quarterly Report on Form 10-Q with the Commission, as soon as available, and in any event within 45 days after the end of each of the first three quarters in each fiscal year of the Company, unaudited consolidated statements of income, shareholders' equity and cash flows of the Company and its consolidated Subsidiaries for such quarterly period and for the period from the beginning of the current fiscal year to the figures end of such quarterly period, and an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as set at the end of such quarterly period, in each case setting forth in comparative form consolidated figures for the projections delivered pursuant to Section 6.01(c)corresponding periods in the preceding fiscal year, all in reasonable detail, certified prepared by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries Company in accordance with GAAPgenerally accepted accounting principles consistently followed throughout the periods involved, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and certified by the absence principal financial officer of footnotesthe Company and accompanied by a written discussion of operations in summary form with respect to such quarterly period; (c) as As soon as available, but available and in any event no later than 60 within 90 days after the end of each Fiscal Year fiscal year of Holdings commencing the Company, a consolidated balance sheet of the Company and its consolidated Subsidiaries (included in the Company's Annual Report to Shareholders and Annual Report on Form 10-K filed by the Company with the Commission for the relevant fiscal year), and the related consolidated statements of income, changes in stockholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all reported on without material exception or qualification, by Xxxxxxx Xxxx Xxxxxxx Worldwide or other independent public accountants of nationally recognized standing; (d) At any time when the Company does not file an Annual Report on Form 10-K with the Commission, as soon as practicable and in any event within 90 days after the end of each fiscal year of the Company, consolidated statements of income, stockholders' equity and cash flows of the Company and its consolidated Subsidiaries for such year, and a consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form corresponding consolidated figures from the Fiscal Year ending February 23preceding fiscal year, 2013prepared in accordance with generally accepted accounting principles consistently followed throughout the periods involved, an annual budget and certified by Xxxxxxx Xxxx Xxxxxxx Worldwide or other independent public accountants of Holdings recognized national standing, whose certificate shall be satisfactory in scope and substance to the Buyer and who shall have authorized the Company to deliver such financial statements and certification thereof to the Buyer, and accompanied by a written discussion of operations in summary form with respect to such fiscal year; (e) Promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and reports as the Company shall send to its Subsidiaries stockholders and of all registration statements and regular or periodic reports, including without limitation Annual Reports on a Consolidated basis for Form 10-K and Quarterly Reports on Form 10-Q and any current Reports on Form 8-K, in definitive form which it files or which it is or may be required to file with the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its SubsidiariesCommission; and (df) simultaneously With reasonable promptness, to the Buyer, such other financial data the Buyer may reasonably request; PROVIDED, HOWEVER, that (i) neither the Company nor any Subsidiary shall be required to disclose any such information if such disclosure is prohibited by law, and (ii) any information provided pursuant to this paragraph 5A(f) which is designated in writing as proprietary or confidential at the time of receipt thereof, if such information is not otherwise in the public domain, shall not be disclosed by the Buyer to any other Person except (1) to its independent accountants and legal counsel, (2) pursuant to statutory and regulatory requirements, (3) pursuant to any mandatory court order, subpoena or other legal process, (4) to any other holder, or (5) in connection with the delivery exercise of each set any remedy under this Agreement. The Buyer is hereby authorized to deliver a copy of any financial statements referred statement delivered to in Section 6.01(aany holder pursuant to subparagraphs (a) through (e) of this paragraph 5A to any regulatory body having jurisdiction over any holder which requests such information. Any holder is further authorized, from and Section 6.01(b) aboveafter the date hereof, to request information from and to have access to, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period Company's independent public accountants, and the key factors (Company will direct such accountants to make available to any holder such information as determined in good faith by the Borrower) causing such changesany holder may reasonably request.

Financial Statements and Other Reports. Deliver After the Closing Date, the Company agrees to send the following reports to the Administrative Agent, in form and detail reasonably acceptable holder of Series A Preferred Stock: (a) so long as the Company is subject to the Administrative Agent: requirements of, or otherwise making filings pursuant to, Section 13 or 15(d) of the Exchange Act, within three days after the filing with the Commission, a copy of its Annual Report on Form 10-KSB or Form 10-K, its Quarterly Reports on Form 10-QSB or Form 10-Q, any proxy statements or information statements and any Current Reports on Form 8-K, together in each case with amendments thereto; (b) within one day after release, copies of all press releases issued by the Company or any of its Subsidiaries; (c) promptly upon receipt thereof, copies of reports, if any, submitted to the Company by independent accountants in connection with each annual or interim audit of the books of the Company made by such accountants; and (d) all other information sent to holders of the Common Stock or any other equity security holder. Without limiting the foregoing, the Company shall deliver to the Purchaser until the Purchaser transfers, assigns (except in the case of an assignment to an Affiliate) or sells all of its Series A Preferred Stock (a) as soon as available, but practicable and in any event within 105 45 days after the end of each Fiscal Year fiscal quarter, the following information: consolidated statements of Holdingsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for such fiscal period and for the period from the beginning of the then current fiscal year to the end of such fiscal period and a Consolidated comparison of each such item to the then current budget, and the balance sheet of Holdings the Company and its Consolidated Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Yearfiscal period, setting forth in each case in comparative form the figures for the previous Fiscal Yearcorresponding periods in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAPdetail, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception accounting principles consistently applied throughout the periods involved, certified as to fair presentation by the scope principal financial officer of such audit; the Company and accompanied by a written discussion of operations in summary form; and (b) as soon as available, but practicable and in any event within 50 90 days after the end of each fiscal year of the first three Fiscal Quarters Company, the following information: statements of each Fiscal Year income, stockholders' equity and cash flows of Holdings (commencing with the Fiscal Quarter ending May 26Company and its consolidated Subsidiaries for such year, 2012), and a Consolidated consolidated balance sheet of Holdings the Company and its consolidated Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then endedyear, setting forth in each case in comparative form corresponding figures from the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)preceding fiscal year, all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries prepared in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase generally accepted accounting adjustmentsprinciples consistently applied throughout the periods involved, and accompanied by an opinion of BDO Xxxxxxx XX, or another firm of independent public accountants of recognized national standing selected by the absence of footnotes; Company, to the effect that the consolidated financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (cexcept for changes in application in which such accountants concur and as are noted therein) as soon as available, but in any event no later than 60 days after and present fairly the end of each Fiscal Year of Holdings commencing at the end financial condition of the Fiscal Year ending February 23, 2013, an annual budget of Holdings Company and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted consolidated Subsidiaries and variable interest entities (if any) from that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; and accompanied by a written discussion of operations by management narrative report providing in summary form with respect to such fiscal year, including a comparison to budget. The Purchaser is hereby authorized to deliver a copy of any financial statement delivered to it pursuant to this Section 4.2 to any regulatory body having jurisdiction over it that requests such information. Subject to compliance with reasonable detail on confidentiality requirements imposed by the financial results of Holdings for Company, the period covered by such financial statements compared Purchaser shall have reasonable access to the corresponding prior year period Company, including its management, and its books and records during regular business hours and is further authorized to request information from and to have access to, at the key factors (Company's expense, the Company's independent public accountants. The Company shall request such accountants to make available to the Purchaser such information as determined in good faith by the Borrower) causing such changesPurchaser may reasonably request.

Financial Statements and Other Reports. Deliver The Company shall deliver, or shall cause to be delivered, to each of the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentLenders: (a) as As soon as available, but available and in any event within 105 90 days after the end of each Fiscal Year of Holdingscalendar year (except as otherwise provided in Section 6.05), a Consolidated the audited balance sheet of Holdings the Company and its Subsidiaries on a consolidated basis as at the end of such Fiscal Yearcalendar year, and the related Consolidated audited statements of income or operations, shareholders’ stockholders' equity (if available) and comprehensive income and cash flows of the Company and its Subsidiaries on a consolidated basis for such Fiscal Yearcalendar year, and commencing with respect to the calendar year ended December 31, 2002, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding calendar year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and the related opinion of Ernst Deloitte & Young Touche LLP or another Registered Public Accounting Firm such other independent public accountants of nationally recognized national standing reasonably satisfactory acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “Agent (without a "going concern” " or like qualification or exception or and without any qualification or exception as to the scope of such audit;) which opinion shall state that said financial statements present fairly, in all material respects, the financial position and results of operations and its cash flows of the Company and its Subsidiaries as at the end of, and for, such calendar year, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Event of Default. (b) as As soon as available, but available and in any event within 50 60 days after the end of each of the first three Fiscal Quarters (3) quarterly periods of each Fiscal Year of Holdings (commencing with calendar year, the Fiscal Quarter ending May 26, 2012), a Consolidated unaudited balance sheet of Holdings the Company and its Subsidiaries on a consolidated basis as at the end of such Fiscal Quarterperiod, and the related Consolidated unaudited statements of operations, stockholders' equity and comprehensive income or operations and cash flows of the Company and its Subsidiaries on a consolidated basis for such Fiscal Quarter period and for the portion period from the beginning of Holdings’ Fiscal Year then endedthe respective calendar year to the end of such period, and commencing with respect to the quarter ending March 31, 2002, setting forth in each case in comparative form the corresponding figures for the corresponding Fiscal Quarter period in the preceding calendar year, accompanied by the certificate of the previous Fiscal Year and the corresponding portion senior financial officer of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)Company, all in reasonable detailwhich certificate shall state that said financial statements present fairly, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects respects, the financial condition, position and results of operations, shareholders’ equity operations and cash flows of Holdings the Company and its Subsidiaries in accordance conformity with GAAP, as at the end of, and for, such period (subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes;). (c) as soon as available, but in The Company will promptly furnish and will cause the Subsidiaries and any event no later than 60 days ERISA Affiliate to promptly furnish to the Administrative Agent (1) promptly after the end filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each Fiscal Year annual and other report with respect to each Plan subject to Title IV of Holdings commencing at the end ERISA or any trust created thereunder, (2) immediately upon becoming aware of the Fiscal Year ending February 23occurrence of any ERISA Event or of any "prohibited transaction," as described in section 406 of ERISA or in section 4975 of the Code, 2013in connection with any Plan or any trust created thereunder, an annual budget a written notice signed by the President or the principal financial officer of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal YearCompany, the Subsidiary or the ERISA Affiliate, as customarily prepared the case may be, specifying the nature thereof, what action the Company, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by management the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (3) immediately upon receipt thereof, copies of any notice of the Loan Parties for its internal use PBGC's intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan, the Company will, and will cause each Subsidiary and ERISA Affiliate to, (1) satisfy all of Holdings the contribution and its Subsidiaries; andfunding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (2) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA, in each case prior the the imposition of any Lien or the posting of any bond or other security or the incurrence of a material underpayment charge or penalty. (d) simultaneously Promptly after the Company knows of any occurrence constituting an Event of Default or having a Material Adverse Effect, a notice of such Event of Default or Material Adverse Effect, describing the same in reasonable detail and what action if any, the Company proposes to take in response thereto. (e) Promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to stockholders generally, and of each regular or periodic report and any registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by the Company or any Subsidiary with or received by the delivery Company or any Subsidiary in connection therewith from, any securities exchange or the Securities and Exchange Commission -45- or any successor agency; provided, however, the foregoing shall not require the Company to provide the Lenders copies of routine business reports sent by the Company to its parent company in the ordinary course of business. (f) From time to time such other information regarding the business, affairs or financial condition of the Company or any Subsidiary (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA) as any Lender or the Administrative Agent may reasonably request; provided, however, that notwithstanding this or any other provision of this Agreement, the access of any and all of the Lenders, their agents and representatives to any information shall at all times be subject to such limitations as the Company may reasonably impose with respect to information that is subject to any confidentiality restrictions, considered by it to be proprietary or subject to attorney-client privilege. (g) Promptly after the furnishing thereof, copies of any statement or report furnished to any Person pursuant to the terms of any indenture, loan or credit or other similar agreement (other than documents executed in connection with this Agreement), and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01. The Company will furnish to each Lender, at the time it furnishes each set of financial statements referred pursuant to in Section 6.01(aparagraph (a) and Section 6.01(bor (b) above, a certificate of a senior financial officer of the related consolidating financial statements reflecting Company (i) to the adjustments effect that no Event of Default has occurred and is continuing (or, if any Event of Default has occurred and is continuing, describing the same in reasonable detail), and (ii) setting forth in reasonable detail the computations necessary to eliminate determine whether the accounts Company is in compliance with all of Unrestricted Subsidiaries the terms, conditions, agreements and variable interest entities (if any) from such financial statements covenants contained in this Agreement including, without limitation, the covenants contained in Sections 9.12 and a management narrative report providing reasonable detail on 9.13 as of the financial results end of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesrespective fiscal quarter or calendar year.

Financial Statements and Other Reports. Deliver The Borrowers will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP applied on a consistent basis. The Borrowers will deliver to the Administrative Agent, in form Agent with sufficient copies for the Lenders and detail reasonably acceptable to the Administrative Agent: (ai) as soon as available, but practicable and in any event within 105 45 days after (or 60 days if an extension from the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures SEC for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion filing of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Company's Quarterly Report on Form 10-Q has been obtained; provided that the Company shall give the Administrative Agent, which report and opinion shall be prepared Agent prompt written notice of any such extension requested) (in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope case of such audit; (bthe first three fiscal quarters) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of fiscal quarters in each Fiscal Year of Holdings (commencing with Year, the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet sheets of Holdings and its Subsidiaries the Company as at the end of such Fiscal Quarter, period and the related Consolidated statements of income or operations and cash flows retained earnings of the Company for such Fiscal Quarter fiscal quarter and the related statement of cash flow for the portion period from the beginning of Holdings’ the then current Fiscal Year then endedto the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding Fiscal Quarter periods of the previous Fiscal Year and the corresponding portion figures from the Consolidated plan for such fiscal quarter, all in reasonable detail and certified by the chief financial officer, the controller or the treasurer of 91 the Company, that they fairly present the financial condition of the Company and its Subsidiaries, as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated, subject to changes resulting from audit and normal year-end adjustment; (ii) as soon as practicable and in any event within 90 days (or 105 days if an extension from the SEC for the filing of the Company's Annual Report on Form 10-K has been obtained; provided that the Company shall give the Administrative Agent prompt written notice of any such extension requested) after the end of each Fiscal Year, (a) the Consolidated balance sheet of the Company as at the end of such year and the related Consolidated statements of income, retained earnings and cash flow of the Company for such Fiscal Year, setting forth in comparative form the corresponding figures from the Consolidated plan and the audited financial statements from the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)Year, all in reasonable detail, certified and (b) in the case of such Consolidated financial statements, accompanied by a Responsible Officer on behalf report thereon of Holdings an independent certified public accountant of recognized national standing selected by the Company, which report shall be unqualified as to going concern and scope of audit and shall state that such Consolidated financial statements present fairly presenting in all material respects the financial condition, results position of operations, shareholders’ equity and cash flows of Holdings the Company and its Subsidiaries as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise stated therein) and that the examination by such accountants in connection with such Consolidated financial statements has been made in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotesgenerally accepted auditing standards; (ciii) as soon as available, but in any event no later than 60 days after the end together with each delivery of each Fiscal Year of Holdings commencing at the end financial statements of the Fiscal Year ending February 23, 2013, an annual budget of Holdings Company and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and pursuant to Sections (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(ai) and Section 6.01(b(ii) above, (a) an Officers' Certificate of the related consolidating financial statements reflecting Borrowers stating that the adjustments necessary signers have reviewed the terms of this Agreement and have made, or caused to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and be made under their supervision, a management narrative report providing review in reasonable detail on of the financial results transactions and condition of Holdings for the Company and its Subsidiaries during the accounting period covered by such financial statements compared and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of the Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrowers have taken, are taking and propose to take with respect thereto; (b) a Compliance Certificate demonstrating in reasonable detail compliance by the Borrowers at the end of such accounting periods with the restrictions contained in Sections 6.1, 6.3, 6.5, 6.6, 6.7, 6.8, 6.9 and 6.13 and, if not specified in the financial statements delivered pursuant to subdivision (i) or (ii) above, as the case may be, specifying the aggregate amount of interest paid or accrued by the Company and its Subsidiaries, and the aggregate amount of depreciation, depletion and amortization charged on the books of the Company and its Subsidiaries during such accounting period; and (c) an Applicable Margin Certificate. (iv) together with each delivery of audited financial statements of the Company and its Subsidiaries pursuant to subdivision (ii) above, a written statement by the independent public accountants of recognized national standing giving the report thereon (a) stating that their audit examination has included a review of the terms of this Agreement as they relate to accounting matters, (b) stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default with respect to accounting matters that would not be disclosed in the course of their audit examination, and (c) stating that based on their audit examination nothing has come to their attention that causes them to believe that the information contained in the certificate delivered therewith pursuant to subdivision (iii) above is not correct; (v) promptly upon receipt thereof, copies of all significant reports submitted to any of the Company and its Subsidiaries by independent public accountants of recognized national standing in connection with each annual, interim or special audit or review of the financial statements or practices of the Company and its Subsidiaries, made by such accountants, including, without limitation, the comment letter submitted by such accountants to management in connection with their annual audit; (vi) promptly upon their becoming available but no later than 15 days after any filing hereof with any regulatory agency, copies of (a) all financial statements, reports, notices and proxy statements sent or made available generally by any of the Company and its Subsidiaries to their security holders, (b) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of the Company and its Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority and (c) all press releases and other statements regarding management or financial matters made available generally by any of the Company and its Subsidiaries to the corresponding prior year public concerning material developments in the business of any Loan Party; (vii) promptly upon any officer of any Borrower obtaining knowledge (a) that a condition or event has occurred and is continuing that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or the Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any notice to any Borrower or any of its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.4, or (c) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, an Officers' Certificate specifying the nature and period of existence of such condition or event, or specifying the notice given or action taken by such holder or Person and the key factors nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrowers have taken, are taking and propose to take with respect thereto; (as determined in good faith viii) promptly upon any officer of any Borrower obtaining knowledge of (a) the institution of, or nonfrivolous threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting any Borrower or any of its Subsidiaries or any property of any Borrower or any of its Subsidiaries not previously disclosed by the BorrowerBorrowers to the Lenders, or (b) causing any material development in any such changes.action, suit, proceeding, governmental investigation or arbitration, that, in either case:

Financial Statements and Other Reports. Deliver to the Administrative Agent(i) it will, in form and detail reasonably acceptable to the Administrative Agent: (a) as soon as available, but practicable and in any event within 105 45 days after the end of each Fiscal Year quarterly period (other than the last quarterly period) in each fiscal year, furnish to Purchaser statements of Holdingsconsolidated net income and cash flows and a statement of changes in consolidated stockholders equity of the Corporation and its Subsidiaries for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a Consolidated consolidated balance sheet of Holdings the Corporation and its Subsidiaries as at of the end of such Fiscal Yearquarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of the related Consolidated Corporation, subject to changes resulting from year-end adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Corporation for such quarterly period filed with the Commission shall be deemed to satisfy the requirements of this clause (i); (ii) it will, as soon as practicable and in any event within 90 days after the end of each fiscal year, furnish to Purchaser statements of consolidated net income or operations, shareholders’ equity (if available) and cash flows and a statement of changes in consolidated stockholders' equity of the Corporation and its Subsidiaries for such Fiscal Yearyear, and a consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such year, setting forth in each case in comparative form the corresponding figures for from the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited examined and accompanied reported on by a report and opinion independent public accountants of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory selected by the Corporation; provided, however, that delivery pursuant to clause (iii) below of a copy of the Administrative Agent, which report and opinion Annual Report on Form 10-K of the Corporation for such fiscal year filed with the Commission shall be prepared in accordance with generally accepted auditing standards and shall not be subject deemed to any “going concern” or like qualification or exception or any qualification or exception as to satisfy the scope requirements of such auditthis clause (ii); (biii) it will, promptly upon transmission thereof, furnish to Purchaser copies of all financial statements, proxy statements, notices, and reports as soon it shall send to its stockholders and copies of all registration statements (without exhibits), other than registration statements relating to employee benefit or dividend reinvestment plans, and all regular and periodic reports as availableit shall file with the Commission; and (iv) it will, but in any event within 50 days after the end of each with reasonable promptness, furnish to Purchaser such other financial and other data of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings Corporation and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in Together with each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(arequired by clauses (i) and Section 6.01(b(ii) above, the related consolidating Corporation will deliver to Purchaser a certificate of an authorized financial statements reflecting officer of the adjustments necessary Corporation regarding compliance by the Corporation with the covenants set forth in Sections 6.6., 6.7, and 6.8. At such other time or times that the Corporation delivers a compliance certificate to eliminate any other holder of Funded Debt, the accounts of Unrestricted Subsidiaries Corporation will deliver such certificate, and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared any supporting detail, to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesPurchaser.

Financial Statements and Other Reports. Deliver (a) From and after the Closing Date, Azul shall furnish to the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentTrustee: (i) an English language version of the Parent Guarantor’s annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year; (ii) an English language version of the Parent Guarantor’s unaudited interim condensed consolidated financial statements prepared in accordance with IFRS promptly upon such statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year); (iii) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantors with (a) as soon as availablethe CVM or (b) the SEC (in each case, but to the extent that any such report or notice is generally available to security holders of the Parent Guarantor or the public in Brazil or elsewhere and, in the case of clause (b), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise); (iv) within 90 days after the end of the fiscal year, a certificate of a Responsible Officer of the Parent Guarantor certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such Event of Default has occurred and is continuing, specifying the nature and extent thereof and any event within 105 corrective action taken or proposed to be taken with respect thereto; (v) no later than 45 days after the end of each Fiscal Year Quarterly Reporting Period (or, in respect of Holdingsthe last Quarterly Reporting Period of its fiscal year, 60 days), a Consolidated balance sheet certificate of Holdings and its Subsidiaries a Responsible Officer of the Parent Guarantor, certifying the Liquidity as at of the end last day of such Fiscal YearQuarterly Reporting Period; (vi) on each (a) Allocation Date, an Allocation Date Statement and (b) no later than ten Business Days following the related Consolidated statements start of income or operationseach Quarterly Reporting Period, shareholders’ equity (if available) and cash flows for such Fiscal Yeara Quarterly Freeflow Threshold Statement, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Trustee and the U.S. Collateral Agent and the Brazilian Collateral Agent. The Trustee may, which report prior to the related Distribution Date, provide notice to the Issuer and opinion the U.S. Collateral Agent and the Brazilian Collateral Agent of any information contained in the Allocation Date Statement that the Trustee believes to be incorrect. If the Trustee provides such a notice, the Issuer shall use its reasonable efforts to resolve the discrepancy and provide an updated Allocation Date Statement on or prior to the related Distribution Date. If the discrepancy is not resolved and a replacement Allocation Date Statement is not received by the Trustee prior to the payment of available funds on the related Distribution Date pursuant to the provisions of the Payment Waterfalls and it is later determined that the information identified by the Trustee as incorrect was in fact incorrect and such error resulted in a party receiving a smaller distribution on the Distribution Date than they would have received had there not been such an error, then the Issuer shall indemnify such party for such shortfall. For the avoidance of doubt and, notwithstanding anything to the contrary in this Indenture or in any Collateral Document, the Trustee shall have no obligation to inquire into, investigate, verify or perform any calculations in connection with an Allocation Date Statement or notice from the Trustee in respect of the same; it being understood and agreed that the Trustee shall be prepared in accordance with generally accepted auditing standards entitled to conclusively rely, and shall not be subject liable for so relying, on the Allocation Date Statement last received by it on or prior to each Distribution Date and the Trustee shall have no obligation, responsibility or liability in connection with any “going concern” or like qualification or exception or any qualification or exception as indemnification payment of the Issuer pursuant to the scope immediately preceding sentence; (vii) as soon as possible, and in any event within 15 Business Days after the Chief Financial Officer or the Treasurer of Azul becoming aware of the occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate specifying such audit;Default or Event of Default and what action the Parent Guarantor and its Subsidiaries are taking or propose to take with respect thereto; and (viii) any other reports required to be delivered pursuant to the requirements of the Intercreditor Agreement at the same time such reports are delivered as required thereunder. (b) as soon as availableIn no event shall the Trustee be entitled to inspect, but receive and make copies of materials (except in connection with any event within 50 days after enforcement or exercise of remedies in the end case of each clause (A)) (A) that constitute non-registered Intellectual Property, Azul Fidelidade Customer Data, Azul Traveler Data, Azul Cargo Customer Data or non-financial proprietary information, (B) in respect of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and which disclosure to the figures as set forth in the projections delivered pursuant Trustee, any Collateral Agent or any Holder (or their respective representatives or contractors) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (C) that are subject to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes;attorney client or similar privilege or constitute attorney work product. (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis The requirement for the following Fiscal Year, as customarily prepared by management Parent Guarantor to deliver to the Trustee the information or reports referred to in clauses (i) through (iii) above shall be deemed satisfied if such information or report has been filed with the SEC through the Electronic Data Gathering Analysis and Retrieval (EDGAR) system (or any successor method of filing) or if such information or report is made available on the Loan Parties for its internal use of Holdings Parent Guarantor’s website (and its Subsidiaries; andthe Parent Guarantor shall provide the relevant URL to the Trustee upon request). (d) simultaneously with The requirement for the delivery of each set of financial statements Parent Guarantor to deliver to the Trustee the information, reports or certificates referred to in Section 6.01(aclauses (iv) and Section 6.01(bthrough (viii) aboveabove shall be deemed satisfied if, at its option, the related consolidating financial statements reflecting Parent Guarantor (A) files such information, reports or certificates with the adjustments necessary to eliminate SEC through the accounts Electronic Data Gathering Analysis and Retrieval (EDGAR) system (or any successor method of Unrestricted Subsidiaries and variable interest entities (filing) or if any) from such financial statements and a management narrative information report providing reasonable detail is made available on the financial results Parent Guarantor’s website (and the Parent Guarantor shall provide the relevant URL to the Trustee upon request), and (B) provides written notice to the Trustee that such information, reports or certificates have been so filed or made available. (e) In addition, any information required to be delivered pursuant to this Indenture to the Trustee pursuant to clauses (i) through (viii) above may, at the option of Holdings the Parent Guarantor, be made available by the Trustee to the Holders by posting such information on the Parent Guarantor’s website at a website address to be notified to the Holders from time to time. (f) The Trustee shall have no responsibility to determine if and when any information, reports or certificates have been made available online. Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Issuer, Guarantor or any other Person with any of its covenants under this Indenture or the Superpriority Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the period covered by such financial statements compared content, filing or timeliness of any report or other information delivered, filed or posted under or in connection with this Indenture, the other Transaction Documents or the transactions contemplated thereunder. The Trustee has no duty to monitor or confirm, on a continuing basis or otherwise, our compliance with the corresponding prior year period and covenants or with respect to matters disclosed in any reports or other documents filed with the key factors (as determined in good faith by the Borrower) causing such changesSEC or EDGAR or any website under this Indenture.

Financial Statements and Other Reports. Deliver After the Closing Date, the Company agrees to send the following reports to each holder of Series A Preferred Stock: (a) so long as the Company is subject to the Administrative Agentrequirements of, or otherwise making filings pursuant to, Section 13 or 15(d) of the Exchange Act, within three days after the filing with the Commission, a copy of its Annual Report on Form 10–KSB or Form 10-K, its Quarterly Reports on Form 10–QSB or Form 10-Q, any proxy statements or information statements and any Current Reports on Form 8–K, together in form and detail reasonably acceptable each case with amendments thereto; (b) within one day after release, copies of all press releases issued by the Company or any of its Subsidiaries; (c) promptly upon receipt thereof, copies of reports, if any, submitted to the Administrative Agent: Company by independent accountants in connection with each annual or interim audit of the books of the Company made by such accountants; and (d) all other information sent to holders of the Common Stock or any other equity security holder. Without limiting the foregoing, the Company shall deliver to each Purchaser until such Purchaser transfers, assigns (except in the case of an assignment to an Affiliate) or sells all of its Series A Preferred Stock (a) as soon as available, but practicable and in any event within 105 45 days after the end of each Fiscal Year fiscal quarter, the following information: consolidated statements of Holdingsincome, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal period and for the period from the beginning of the then current fiscal year to the end of such fiscal period and a Consolidated comparison of each such item to the then current budget, and the balance sheet of Holdings the Company and its Consolidated Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Yearfiscal period, setting forth in each case in comparative form the figures for the previous Fiscal Yearcorresponding periods in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAPdetail, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception accounting principles consistently applied throughout the periods involved, certified as to fair presentation by the scope principal financial officer of such audit; the Company and accompanied by a written discussion of operations in summary form; and (b) as soon as available, but practicable and in any event within 50 90 days after the end of each fiscal year of the first three Fiscal Quarters Company, the following information: statements of each Fiscal Year income, stockholders’ equity and cash flows of Holdings (commencing with the Fiscal Quarter ending May 26Company and its consolidated Subsidiaries for such year, 2012), and a Consolidated consolidated balance sheet of Holdings the Company and its consolidated Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then endedyear, setting forth in each case in comparative form corresponding figures from the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)preceding fiscal year, all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries prepared in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase generally accepted accounting adjustmentsprinciples consistently applied throughout the periods involved, and accompanied by an opinion of BDO Xxxxxxx XX, or another firm of independent public accountants of recognized national standing selected by the absence of footnotes; Company, to the effect that the consolidated financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (cexcept for changes in application in which such accountants concur and as are noted therein) as soon as available, but in any event no later than 60 days after and present fairly the end of each Fiscal Year of Holdings commencing at the end financial condition of the Fiscal Year ending February 23, 2013, an annual budget of Holdings Company and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted consolidated Subsidiaries and variable interest entities (if any) from that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; and accompanied by a written discussion of operations by management narrative report providing in summary form with respect to such fiscal year, including a comparison to budget. Each Purchaser is hereby authorized to deliver a copy of any financial statement delivered to it pursuant to this Section 4.2 to any regulatory body having jurisdiction over it that requests such information. Subject to compliance with reasonable detail on confidentiality requirements imposed by the financial results of Holdings for the period covered by such financial statements compared Company, each Purchaser shall have reasonable access to the corresponding prior year period Company, including its management, and its books and records during regular business hours and is further authorized to request information from and to have access to, at the key factors (Company’s expense, the Company’s independent public accountants. The Company shall request such accountants to make available to any Purchaser such information as determined in good faith by the Borrower) causing such changesPurchaser may reasonably request.

Financial Statements and Other Reports. Deliver The Borrower will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. The Borrower will deliver to each Lender and the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: (ai) as soon as available, but available and in any event within 105 30 days after the end of each Fiscal Year month ending after the Closing Date, (1) the consolidated balance sheets of Holdings, a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such Fiscal Yearmonth, and (2) the related Consolidated summary statements of income or operationsincome, shareholders’ stockholders' equity (if available) and cash flows flows, in each case for such Fiscal Yearmonth and for the period from the beginning of the then current fiscal year to the end of such month, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year and the corresponding figures from the consolidated plan and financial forecast for the current fiscal year delivered pursuant to Section 5.l(x), all certified by the chief financial officer or the controller of the Borrower that they fairly present in reasonable detail all material respects the financial condition of such entities as at the dates indicated and prepared in accordance the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (3) a conference call with GAAP, audited senior management to discuss the operations of the Borrower and accompanied by a report its Subsidiaries for such monthly period and opinion for the period from the beginning of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory the then current fiscal year to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope end of such auditmonthly period; (bii) as soon as available, but available and in any event within 50 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, (1) the consolidated balance sheets of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings Borrower and its Subsidiaries as at the end of such Fiscal Quarterfiscal quarter, and (2) the related Consolidated consolidated statements of income or operations income, stockholders' equity and cash flows for such Fiscal Quarter fiscal quarter and for the portion period from the beginning of Holdings’ Fiscal Year the then endedcurrent fiscal year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding Fiscal Quarter periods of the previous Fiscal Year fiscal year and the corresponding portion of figures from the previous Fiscal Year consolidated plan and to financial forecast for the figures as set forth in the projections current fiscal year delivered pursuant to Section 6.01(c5.1(x), all in reasonable detail, detail and certified by a Responsible Officer on behalf the chief financial officer or the controller of Holdings as the Borrower that they fairly presenting present in all material respects the financial condition, condition of the Borrower and its Subsidiaries at the dates indicated and the results of operationstheir operations and their cash flows for the periods indicated, shareholders’ subject to changes resulting from audit and normal year-end adjustments, (3) the Borrower's quarterly report on Form 10-Q for such quarterly period, and (4) only if the Borrower does not file quarterly reports on Form 10-Q with the Commission, a narrative report describing the operations of the Borrower and its Subsidiaries (in the form of management's discussion and analysis of such operations which would comply with the disclosure requirements of the Exchange Act and rules and regulations promulgated thereunder with respect to management's discussion and analysis set forth in quarterly reports on Form 10-Q) prepared for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter; (iii) as soon as available and in any event within 90 days after the end of each fiscal year, (1) the consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such fiscal year, (2) the related consolidated statements of income, stockholders' equity and cash flows for such fiscal year, setting forth in each case in 50 comparative form the corresponding figures for the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast for the current fiscal year delivered pursuant to section 5.1(x) for the fiscal year covered by such financial statements, all in reasonable detail and certified by the chief financial officer or the controller of Holdings the Borrower that they fairly present in all material respects the financial condition of the Borrower and its Subsidiaries, at the dates indicated and the results of their operations and their cash flows for the periods indicated, (3) the Borrower's annual report on Form 10-K for such year, (4) only if the Borrower does not file annual reports on Form 10-K with the Commission, a narrative report describing the operations of the Borrower and its Subsidiaries (in the form of management's discussion and analysis of such operations which would comply with the disclosure requirements of the Exchange Act and rules and regulations promulgated thereunder with respect to management's discussion and analysis set forth in annual reports on Form 10-K) prepared for such fiscal year, and (5) in the case of such consolidated financial statements, a report thereon of independent certified public accountants of recognized national standing, which report shall be unqualified as to scope of audit, shall express no doubts about the ability of the Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present in all material respects the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iv) together with each delivery of financial statements pursuant to Sections 5.1(ii) and (iii) above, (a) an Officers' Certificate of the Borrower stating that the signers have reviewed the terms of this Agreement and the Bridge Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as of the date of the Officers' Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto and (b) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such accounting periods with the restrictions contained in Sections 6.1, subject only 6.2, 6.3, 6.4, 6.5, 6.7, 6.8, 6.9 and 6.13; (v) together with each delivery of consolidated financial statements pursuant to normal year-end Section 5.1(iii) above, a written statement by the independent certified public accountants giving the report thereon (a) stating whether, in connection with their audit adjustmentsexamination, any condition or event that constitutes an Event of Default or Potential Event of Default that relates to accounting matters has come to their attention and, if any such condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such -------- accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit examination, and (b) stating that based on their audit examination nothing has come to their attention that causes them to believe that the information contained in the Compliance Certificates delivered therewith is not correct; (vi) promptly upon receipt thereof, copies of all reports in final form (other than reports of a routine or ministerial nature which are not material) submitted to the Borrower by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Borrower and its Subsidiaries made by such accountants, including, but not limited towithout limitation, purchase accounting adjustments, and the absence of footnotesany comment letter submitted by such accountants to management in connection with their annual audit; (vii) promptly upon the sending or filing thereof, copies of (a) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to their public security holders or by any Subsidiary of the Borrower to its public security holders other than the Borrower or another Subsidiary of the Borrower, (b) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Commission or any governmental authority (other than reports of a routine or ministerial nature which are not material), and (c) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Subsidiaries; (viii) promptly upon any executive officer of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition which might result in an Event of Default referred to in Section 7.2, (c) of any condition or event which would be required to be disclosed in a current report filed with the Commission on Form 8-K whether or not the Borrower is required to file such reports under the Exchange Act, or (d) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto; (ix) promptly upon any executive officer of the Borrower obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), Environmental Claim, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed in writing by the Borrower to the Lenders or (Y) any material development in any proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the JV Transactions; written notice thereof together with such other information as may be reasonably available to the Borrower or any of its Subsidiaries to enable the Lenders and their counsel to evaluate such matters; (x) as soon as available, practicable but in any event no later than 60 45 days after following the end first day of each Fiscal Year of Holdings commencing at the end fiscal year a forecast for each of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management next succeeding twelve months of the Loan Parties for its internal use consolidated balance sheet and the consolidated statements of Holdings income, cash flow and cash position of the Borrower and its Subsidiaries; and (d) simultaneously , together with an outline of the major assumptions upon which the forecast is based. Together with each delivery of each set of financial statements referred pursuant to in Section 6.01(aSections 5.1(ii) and Section 6.01(b(iii) above, the related consolidating financial statements reflecting Borrower shall deliver a comparison of the adjustments necessary current year to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the date financial results against the budget required to be submitted pursuant to this Section 5.1(x); (xi) in writing, promptly upon any Officer of Holdings for the period covered by such financial statements compared Borrower obtaining knowledge that the Borrower or any of its Subsidiaries has received notice or otherwise learned of any Environmental Claim or other claim, demand, action, event, condition, report or investigation indicating any potential or actual liability arising in connection with (x) the non-compliance with or violation of the requirements of any Environmental Law which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (y) the release, threatened release or presence of any Hazardous Material in the environment which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which the Borrower or any of its Subsidiaries would have a duty to report to a Tribunal under an Environmental Law, or (z) the existence of any Environmental Lien on any properties or assets of the Borrower or any of its Subsidiaries; (xii) promptly after the availability thereof, copies of all material amendments to the corresponding prior year period and certificate of incorporation or by-laws of the key factors Borrower or any of its Subsidiaries; (as determined in good faith by xiii) promptly upon any Person becoming a Subsidiary of the Borrower, a written notice setting forth with respect to such Person (a) causing the date on which such changesPerson became a Subsidiary of the Borrower and (b) the ownership structure and jurisdiction of incorporation of such Subsidiary; and (xiv) with reasonable promptness such other information and data with respect to the Borrower or any of its Subsidiaries or any of their respective properties, businesses or assets as from time to time may be reasonably requested by any Lender; provided that no information or data -------- shall be required to be delivered hereunder or under any other provision of this Agreement if it would violate any applicable attorney-client or accountant-client privilege.

Financial Statements and Other Reports. Deliver to the Administrative Agent(i) The Company will, in form and detail reasonably acceptable to the Administrative Agent: (a) as soon as available, but practicable and in any event within 105 60 days after the end of each Fiscal Year quarterly period (other than the last quarterly period) in each fiscal year, furnish to each Purchaser statements of Holdingsconsolidated net income and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its Subsidiaries for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a Consolidated consolidated balance sheet of Holdings the Company and its Subsidiaries as at of the end of such Fiscal Yearquarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of the related Consolidated Company, subject to changes resulting from year-end adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the Commission shall be deemed to satisfy the requirements of this clause (i); (ii) it will, as soon as practicable and in any event within 100 days after the end of each fiscal year, furnish to each Purchaser statements of consolidated net income or operations, shareholders’ equity (if available) and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its Subsidiaries for such Fiscal Yearyear, and a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, setting forth in each case in comparative form the corresponding figures for from the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and prepared in accordance examined and reported on by independent public accountants of recognized national standing selected by the Company; provided, however, that delivery pursuant to clause (iii) below of a copy of the Annual Report on Form 10-K of the Company for such fiscal year filed with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion Commission shall be prepared in accordance deemed to satisfy the requirements of this clause (ii); (iii) it will, promptly upon transmission thereof, furnish to each Purchaser copies of all such financial statements, proxy statements, notices and reports as it shall send to its stockholders and copies of all such registration statements (without exhibits), other than registration statements relating to employee benefit or dividend reinvestment plans, and all such regular and periodic reports as it shall file with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of Commission; (iv) it will, promptly after such audit; (b) as soon as package becomes available, but in any event within 50 days after the end furnish to each Purchaser copies of each all financial reporting packages prepared for management of the first three Fiscal Quarters Company; and (v) it will promptly furnish to each Purchaser copies of any compliance certificates furnished to lenders in respect of Indebtedness of the Company and its Subsidiaries and, with reasonable promptness, furnish to each Fiscal Year Purchaser such other financial and other data of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings Company and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustmentsPurchaser may reasonably request, including, but not limited to, purchase accounting adjustments, and operating financial information for each retail store owned or operated by the absence Company or any of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously . Together with the each delivery of each set of financial statements referred to in Section 6.01(arequired by clauses (i) and Section 6.01(b(ii) above, the related consolidating Company will deliver to each Purchaser a certificate of the Chief Financial Officer, Treasurer or other financial statements reflecting officer of the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith Company regarding compliance by the Borrower) causing such changesCompany with the covenants set forth in Section 6.2.

Financial Statements and Other Reports. Deliver The Guarantor will furnish to the Administrative Agent, Agent in form and detail reasonably acceptable sufficient copies for distribution to the Administrative AgentBanks: (ai) as soon as available, but available and in any event within 105 days after the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 55 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012)Guarantor, a Consolidated consolidated balance sheet of Holdings the Guarantor and its Subsidiaries as at of the end of such Fiscal Quarterquarter, and the related Consolidated consolidated statements of income or operations income, shareholders' equity and cash flows of the Guarantor and its Subsidiaries for such Fiscal Quarter quarter and for the portion of Holdings’ Fiscal Year then endedthe fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth period in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal preceding fiscal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (cii) as soon as available, but available and in any event no later than 60 within 100 days after the end of each Fiscal Year fiscal year of Holdings commencing at the Guarantor, a consolidated balance sheet of the Guarantor and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of income, shareholders' equity and cash flows of the Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, and in the case of such consolidated financial statements, accompanied by a report thereon of Price Waterhouse LLP or another firm of independent certified public accountants of recognized national standing, which report shall be unqualified as to scope of audit or the status of the Guarantor and its Subsidiaries as a going concern; (iii) together with the financial statements required pursuant to clauses (i) and (ii), a Compliance Certificate of a Responsible Officer as of the end of the Fiscal Year ending February 23applicable accounting period, 2013, an annual budget which shall contain a certification of Holdings a Responsible Officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries on a Consolidated basis as at such date and the results of operations of the Guarantor and its Subsidiaries for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; period ended on such date and (div) simultaneously promptly after the giving, sending or filing thereof, copies of all reports, if any, which the Guarantor or any of its Subsidiaries sends to the holders of its respective capital stock or other securities and of all reports or filings, if any, by the Guarantor or any of its Subsidiaries with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesSEC or any national securities exchange.

Financial Statements and Other Reports. Deliver to For so long as any Certificates remain Outstanding, the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentCompany shall furnish: (a) to Certificateholders, Certificate Owners and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as soon as available, but in any event within 105 days after the end of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at Certificates are not freely transferable under the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;Securities Act; and (b) as soon as availableto the Pass Through Trustee, but who in any event turn shall provide such information, upon a Certificate Owner Request, to Certificateholders and Certificate Owners: (i) within 50 60 days after following the end of each of the first three Fiscal Quarters fiscal quarters of the Company during each Fiscal Year fiscal year, a copy of Holdings Form 10-Q (commencing or any successor form) filed by the Company with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows Commission for such Fiscal Quarter and fiscal quarter, or if the Company is not then subject to the reporting requirements of the Exchange Act, unaudited consolidated quarterly financial statements for the portion of Holdings’ Fiscal Year then ended, setting forth Company for such fiscal quarter in each case in comparative the form the figures for the corresponding Fiscal Quarter required by Section 5.3(b) of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotesParticipation Agreements; (cii) as soon as available, but in any event no later than 60 within 120 days after the end of each Fiscal Year of Holdings commencing at following the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management fiscal year of the Loan Parties Company, a copy of the Form 10-K (or any successor form) filed by the Company with the Commission for its internal use such fiscal year, or, if the Company is not then subject to the reporting requirements of Holdings and its Subsidiariesthe Exchange Act, audited consolidated annual financial statements in the form required by Section 5.3(a) of the Participation Agreements; and (diii) simultaneously within 20 days after the occurrence thereof, (A) a copy of any current report on Form 8-K (or any successor form) filed by the Company with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) aboveCommission, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any, and (B) from such financial statements and notice of the following events (1) a management narrative report providing reasonable detail on Change of Control; (2) any litigation or claim against the financial results Company, its Core Subsidiaries or the Colstrip Project which could reasonably be expected to have a Material Adverse Effect; (3) the appointment of Holdings a receiver over the Company or the confirmation of a plan of reorganization or liquidation for the period covered by such financial statements compared to Company; or (4) the corresponding prior year period and resignation or dismissal of the key factors (as determined in good faith independent accountants engaged by the Borrower) causing such changesCompany.

Financial Statements and Other Reports. Deliver Seller shall deliver or cause to the Administrative Agent, in form and detail reasonably acceptable be delivered to the Administrative AgentBuyer: (ai) as soon as available, but available and in any event within 105 not later than thirty (30) days after the end of each Fiscal Year calendar month, statements of Holdingsincome and changes in stockholders’ equity and cash flow of Seller (and, if applicable, Seller’s Subsidiaries on a Consolidated consolidated and consolidating basis) for the immediately preceding month, and related balance sheet as of Holdings the end of the immediately preceding month, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis, and its certified as to the fairness of presentation by the chief financial officer, treasurer or controller of Seller, subject, however, to normal year-end audit adjustments; (ii) as soon as available and in any event not later than ninety (90) days after Seller’s fiscal year end, statements of income, changes in stockholders’ equity and cash flows of Seller (and, if applicable, Seller’s Subsidiaries on a consolidated basis) for the preceding fiscal year, the related balance sheet as at of the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity year (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding fiscal year), all in reasonable detail and detail, prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved, audited and accompanied by a report an opinion in form and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably substance satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any Buyer (without a “going concern” or like qualification qualification, commentary or exception or and without any qualification or exception as to the scope of such audit; (b) as soon as availableand prepared by an accounting firm reasonably satisfactory to Buyer, but in any event within 50 days after the end or other independent certified public accountants of recognized standing selected by Seller and acceptable to Buyer, each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated stating that said financial statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting present in all material respects the financial condition, cash flows and results of operationsoperations of Seller (and, shareholders’ equity and cash flows if applicable, Seller’s Subsidiaries on a consolidated basis) as of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-the end audit adjustments, including, but not limited to, purchase accounting adjustmentsof, and the absence of footnotesfor, such year; (ciii) as soon as availabletogether with each delivery of financial statements required in this Section 11(h), but in a Compliance Certificate executed by Seller’s chief financial officer, treasurer or controller; (iv) photocopies or electronic copies of all financial and other reports, if any, other than annual SEC Form 10K reports and quarterly SEC Form 10Q reports, that Seller, any event no Subsidiary of Seller or any Guarantor shall file with the SEC or any other Governmental Authority (other than routine tax and corporate or organizational filings), not later than 60 days five (5) Business Days after filing, except to the end extent that any applicable Requirement of each Fiscal Year Law, or any contract with such Agency or Governmental Authority, prohibits disclosure thereof to Buyer; (v) upon Buyer’s request, a listing of Holdings commencing at Agency or regulatory examinations completed in the end preceding twelve (12) months; (vi) within five (5) Business Days after Seller’s receipt thereof, a copy of any material findings resulting from the Fiscal Year ending February 23audit of Seller by any Agency or regulatory authority, 2013except to the extent that any applicable Requirement of Law, an annual budget of Holdings or any contract with such Agency or Governmental Authority, prohibits disclosure thereof to Buyer; (vii) not less frequently than once every week (and its Subsidiaries on more often if reasonably requested by Buyer), a Consolidated basis for report in form and substance satisfactory to Buyer summarizing the following Fiscal YearHedging Arrangements, as customarily prepared if any, then in effect with respect to all Mortgage Loans then owned by management of the Loan Parties for its internal use of Holdings Buyer and its Subsidiariesinterim serviced by Seller (or a Successor Servicer); and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if anyviii) from time to time, with reasonable promptness, such further information regarding the Mortgage Assets, or the business, operations, properties or financial statements condition of Seller and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (any Guarantor as determined in good faith by the Borrower) causing such changesBuyer may reasonably request.

Financial Statements and Other Reports. Deliver Each Borrower will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP and to provide the Administrative information required to be delivered to Lenders hereunder, and Atlantic will deliver to Agent, and, in form the case of the deliveries required by paragraphs (a) through (f) and detail reasonably acceptable to the Administrative Agent(l) through (s), each Lender: (a) as soon as available, but practicable and in any event within 105 thirty (30) days after the end of each month other than the last month of a fiscal quarter, and within forty-five (45) days after the end of each month that is the last month of a fiscal quarter (including the last month of Borrowers' Fiscal Year), a consolidated and consolidating balance sheet of Atlantic and its Consolidated Subsidiaries as at the end of such month and the related consolidated statements of operations and cash flows for such month, and for the portion of the Fiscal Year ended at the end of such month setting forth in each case in comparative form the figures for the corresponding periods of the previous Fiscal Year and the figures for such month and for such portion of the Fiscal Year ended at the end of such month set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(l), all in reasonable detail and certified by a Responsible Officer of Borrower Representative as fairly presenting in all material respects the financial condition and results of operations of Atlantic and its Consolidated Subsidiaries and as having been prepared in accordance with GAAP applied on a basis consistent with the audited financial statements of Atlantic, subject to changes resulting from audit and other normal year-end adjustments and the absence of footnote disclosures; (b) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of HoldingsYear, a Consolidated consolidated and consolidating balance sheet of Holdings Atlantic and its Consolidated Subsidiaries as at of the end of such Fiscal Year, Year and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ stockholders' equity (or the comparable item, if availableany Borrower is not a corporation) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal YearYear and, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory only to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject extent that such financial statements reflect material changes from the monthly financial statements delivered pursuant to any “going concern” or like qualification or exception or any qualification or exception as to Section 4.1(a) for the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end last month of such Fiscal QuarterYear, and the related Consolidated statements of income or operations and cash flows figures for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 6.01(c4.1(l), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting Borrower Representative and (solely with respect to such consolidated statements) without qualification by KPMG LLP or other independent public accountants reasonably acceptable to Agent of nationally recognized standing (except for qualifications relating to changes in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance applicable accounting principles with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnoteswhich such accountants concur); (c) together with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), a Compliance Certificate, and together with each delivery of financial statements pursuant to Section 4.1(b), an Excess Cash Flow Certificate; (d) intentionally omitted; (e) promptly upon receipt thereof, copies of all reports submitted to any Credit Party by independent public accountants in connection with each annual, interim or special audit of the financial statements of any Credit Party made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (f) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Atlantic to its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by any Credit Party with any securities exchange or with the Securities and Exchange Commission or any successor and (iii) all press releases and other statements made available generally by any Credit Party concerning material developments in the business of any Credit Party; (g) promptly upon any Responsible Officer or Other Officer of any Credit Party obtaining knowledge (i) of the existence of any Event of Default or Default, or becoming aware that the holder of any Debt of any Credit Party in excess of $100,000 has given any notice or taken any other action with respect to a claimed default thereunder, (ii) of any change in any Credit Party's certified accountant or any resignation, or decision not to stand for re-election, by any member of any Credit Party's board of directors (or comparable body), (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under any material agreement or instrument (other than the Financing Documents or any agreement evidencing Debt of such Credit Party) to which any Credit Party is a party or by which any of its assets is bound or (iv) of the institution of any litigation or arbitration involving an alleged liability of any Credit Party equal to or greater than $100,000 or any adverse determination in any litigation or arbitration involving a potential liability of any Credit Party equal to or greater than $100,000, a certificate of a Responsible Officer of Borrower Representative specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Event of Default or Default), event or condition, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (h) promptly upon any Responsible Officer or Other Officer of any Credit Party obtaining knowledge of (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, (ii) the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA) or to any Multiemployer Pension Plan, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that any Borrower or any Subsidiary furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), (v) any material increase in the contingent liability of any Borrower or any Subsidiary with respect to any post-retirement welfare plan benefit or (vi) any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent, a certificate of a Responsible Officer of such Credit Party specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposed to take with respect thereto; (i) promptly upon any Responsible Officer or Other Officer of any Credit Party obtaining knowledge of any complaint, order, citation, notice or other written communication from any Person delivered to any Credit Party with respect to, or if any Responsible Officer or Other Officer of any Credit Party becomes aware of (x) the existence or alleged existence of a violation of any Environmental Law or the incurrence of any liability, obligation, loss, damage, fine, penalty or sanction or the requirement to commence any remedial action resulting from or in connection with any air emission, water discharge, noise emission, Hazardous Material or any other environmental, health or safety matter at, upon, under or within any of the properties now or previously owned, leased or operated by any Credit Party, or due to the operations or activities of any Credit Party or any other Person on or in connection with any such property or any part thereof, in any case that either involves claims or liabilities in excess of $100,000 or could reasonably be expected to have a Material Adverse Effect, or (y) any release on any of such properties of Hazardous Materials in a quantity that is reportable under any applicable Environmental Law and that either involves claims or liabilities in excess of $100,000 or could reasonably be expected to have a Material Adverse Effect, a certificate of a Responsible Officer of such Credit Party specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (j) promptly upon any Responsible Officer or Other Officer of any Credit Party obtaining knowledge that any Credit Party has either (x) registered or applied to register any Intellectual Property with the U.S. government, any foreign government or any agency or department thereof, or (y) acquired any interest in Real Property (including leasehold interests in Real Property), a certificate of a Responsible Officer of such Credit Party describing such Intellectual Property and/or such real property in such detail as Agent shall reasonably require; (k) copies of any reports or notices related to any taxes in excess of $50,000 and any other reports or notices received by any Credit Party from, or filed by any Credit Party with, any Federal, state or local governmental agency or body involving claims or liabilities in excess of $50,000 or which could reasonably be expected to have a Material Adverse Effect; (l) within fifteen (15) days prior to the conclusion of each Fiscal Year, Atlantic's annual consolidated and consolidating operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, each for the following three (3) Fiscal Years presented on a monthly basis for the next Fiscal Year and annually for the two (2) subsequent Fiscal Years, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to Lenders, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of Atlantic; (m) as soon as available, but available and in any event no later than 60 days noon (Chicago Time) on a day each week as designated from time to time by Agent, and from time to time upon the request of Agent, in the exercise of its reasonable credit judgment, (which request may be made as frequently as daily), a Borrowing Base Certificate as of the last day of the week most recently ended (or, in the case of Borrowing Base Certificates requested more frequently than weekly, as of the third preceding Business Day); (n) intentionally omitted; (o) as soon as available after the end of each Fiscal Year of Holdings commencing at month (but in any event within twenty-five (25) Business Days after the end thereof), on a monthly basis or more frequently as Agent may reasonably request, (i) perpetual Inventory reports (provided, that perpetual Inventory reports will not be required with respect to Potter for periods ending prior to January 31, 2003), (ii) Inventory reports by location and category (and including the amounts of Inventory and the value thereof at, any leased locations and at premises of warehouses, consignees, processors or other third parties), (iii) agings of Accounts, (iv) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, consignees, processors and other third parties from time to time in possession of any Collateral) and (v) such reconciliation reports from time to time reasonably requested by Agent with respect to the Borrowing Base Certificate most recently delivered to Agent, the financial statements of each Borrower delivered to Agent, each Borrower's general ledger and/or the reports required pursuant to this paragraph, each in form and substance, and with such supporting detail and documentation, as may be reasonably requested by Agent; (p) with reasonable promptness following Agent's reasonable written request, (i) copies of customer statements and credit memos, remittance advices and reports and copies of deposit slips and bank statements, (ii) copies of shipping and delivery documents, and (iii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by any Credit Party; (q) within two (2) Business Days after any request therefor, such additional information in such detail concerning the amount, composition and manner of calculation of the Fiscal Year ending February 23Borrowing Base as Agent or any Lender may reasonably request; (r) upon the request of Agent, 2013in the exercise of its reasonable credit judgment, which may be made not more than four times each year prior to an annual budget Event of Holdings Default and its Subsidiaries on at any time while and so long as an Event of Default shall be continuing, a Consolidated basis for report of an independent collateral auditor satisfactory to Agent (which may be, or be affiliated with, a Lender) with respect to the following Fiscal Year, as customarily prepared by management components of the Loan Parties Borrowing Base, which report shall indicate whether or not the information set forth in the Borrowing Base Certificate most recently delivered is accurate and complete in all material respects based upon a review by such auditors of the Accounts (including verification with respect to the amount, aging, identity and credit of the respective Account Debtors and the billing practices of each Borrower) and Inventory (including verification as to the value, location and respective types); (s) from time to time, if Agent or any Lender determines that obtaining appraisals is necessary in order for Agent or such Lender to comply with applicable laws or regulations, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of the real estate owned by any Borrower or any Subsidiaries. In addition to the foregoing, from time to time, but in the absence of a Default or Event of Default not more than once during each calendar year, Agent in the exercise of its internal use reasonable credit judgment may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers satisfactory to Agent stating the then current market values of Holdings all or any portion of the real estate and its personal property owned by any Borrower or any Subsidiaries; and (dt) simultaneously with the delivery of each set of financial statements referred reasonable promptness, such other information and data with respect to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary any Credit Party as from time to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered time may be reasonably requested by such financial statements compared to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesAgent or any Lender.

Financial Statements and Other Reports. Deliver DreamWorks Animation shall furnish to the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentHBO: (a) as soon as available, but in any event within 105 90 days after the end of each Fiscal Year fiscal year of HoldingsDreamWorks Animation, a copy of the Consolidated balance sheet of Holdings DreamWorks Animation and its Consolidated Subsidiaries as at the end of such Fiscal Year, year and the related Consolidated statements of income or operations, shareholders’ equity (if available) and retained earnings and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, all in reasonable detail and prepared in accordance with GAAPreported on without qualification, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such auditstanding; (b) as soon as available, but in any event within 50 not later than 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Year fiscal year of Holdings DreamWorks Animation (commencing with the Fiscal Quarter fiscal quarter ending May 26on September 30, 20122004), a copy of the unaudited Consolidated balance sheet of Holdings DreamWorks Animation and its Consolidated Subsidiaries as at the end of such Fiscal Quarter, quarter and the related unaudited Consolidated statements of income or operations and retained earnings and of cash flows of DreamWorks Animation and its Consolidated Subsidiaries for such Fiscal Quarter quarter and for the portion of Holdings’ Fiscal Year then endedthe fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 within 15 days after the end of each Fiscal Year of Holdings commencing at the end delivery of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) aboveSECTION 5.01(A), a certificate of the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (d) concurrently with the delivery of the financial statements referred to in SECTION 5.01(A) and within 15 days after the delivery of the financial statements referred to in SECTION 5.01(B), a management narrative report providing certificate of an Authorized Officer (1) stating that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (2) including calculations in reasonable detail on with respect to compliance with SECTION 5.05 and SECTION 5.07; and (3) certifying that the financial results statements delivered for such period are fairly stated in all material respects (subject to normal year end adjustments); (e) concurrently with the delivery of Holdings the financial statements referred to in SECTION 5.01(A) and within 15 days after the delivery of the financial statements referred to in SECTION 5.01(B), projections in form and scope reasonably acceptable to HBO for the Test Period commencing immediately after the fiscal period covered by such financial statements compared statements, including an operating budget and cash flow budget of DreamWorks Animation and its Subsidiaries for such period and sufficient information in reasonable detail to support the calculation of Projected Sources and Projected Uses for such Test Period, such projections to be accompanied by a certificate of an Authorized Officer to the corresponding prior year period effect that such projections have been prepared on the basis of sound financial planning practice and that such Authorized Officer has no reason to believe they are incorrect or misleading in any material respect; (f) promptly after the key factors same become publicly available, copies of all periodic reports, proxy statements and other materials filed by DreamWorks Animation or any of its Subsidiaries with the Securities and Exchange Commission (or any successor thereto) or any national securities exchange, or distributed by DreamWorks Animation or any of its Subsidiaries to its security holders generally, as determined the case may be; and (g) with reasonable promptness, such other information and data with respect to DreamWorks Animation or any of its Subsidiaries as from time to time may be reasonably requested by HBO. All such financial and other statements shall be complete and correct in good faith all material respects and shall be prepared in reasonable detail. All such financial statements shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein (except as may be approved by such Authorized Officer or accountants, as the Borrower) causing such changescase may be, and disclosed therein).

Financial Statements and Other Reports. Deliver Each Seller shall deliver or cause to the Administrative Agent, in form and detail reasonably acceptable be delivered to the Administrative AgentBuyer: (ai) as soon as available, but available and in any event within 105 not later than forty-five (45) days after the end of each Fiscal Year calendar month, statements of Holdings, a Consolidated balance sheet income and changes in stockholders’ equity and cash flow of Holdings such Seller and its Subsidiaries on a consolidated basis for the immediately preceding month, and related balance sheet as at of the end of the immediately preceding month, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis, and certified as to the fairness of presentation by the chief financial officer of such Seller, subject, however, to normal year-end audit adjustments; (ii) as soon as available and in any event not later than ninety (90) days after such Seller’s fiscal year end, statements of income, changes in stockholders’ equity and cash flows of such Seller and its Subsidiaries on a consolidated basis for the preceding fiscal year, the related balance sheet as of the end of such Fiscal Year, and the related Consolidated statements of income or operations, shareholders’ equity year (if available) and cash flows for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding fiscal year), all in reasonable detail and detail, prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved, audited with such financial statements (1) for POP certified as to the fairness of presentation by POP’s chief financial officer, and (2) for PMC accompanied by a report an opinion in form and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably substance satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any Buyer (without a “going concern” or like qualification qualification, commentary or exception or and without any qualification or exception as to the scope of such audit; (b) as soon as availableand prepared by an accounting firm reasonably satisfactory to Buyer, but in any event within 50 days after the end or other independent certified public accountants of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26recognized standing selected by PMC and acceptable to Buyer, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated stating that said financial statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting present in all material respects the financial condition, cash flows and results of operations, shareholders’ equity and cash flows operations of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (c) as soon as available, but in any event no later than 60 days after the end of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings PMC and its Subsidiaries on a Consolidated consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for end of, and for, such year; (iii) together with each delivery of financial statements required in this Section 11(h), a Compliance Certificate executed by such Seller’s chief financial officer; (iv) if requested by Buyer, photocopies or electronic copies of all regular or periodic financial and other reports, if any, that either Seller, any Subsidiary of either Seller or Guarantor shall file with any Governmental Authority other than the SEC, and also excluding routine tax and corporate or organizational filings; (v) if requested by Buyer, photocopies or electronic copies of any audits completed by any Agency of either Seller, any Subsidiary of either Seller or Guarantor, unless its internal use disclosure is prohibited by Requirements of Holdings Law or by such Agency; (vi) not less frequently than once every month (and its Subsidiariesmore often if requested by Buyer), a report in form and substance satisfactory to Buyer summarizing the Hedging Arrangements, if any, then in effect with respect to all Purchased Mortgage Loans then owned by Buyer and interim serviced by Seller (or a Successor Servicer); and (dvii) simultaneously from time to time, with reasonable promptness, such further information regarding the delivery Mortgage Assets, or the business, operations, properties or financial condition of each set of financial statements referred to in Section 6.01(a) Seller and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared to the corresponding prior year period and the key factors (Guarantor as determined in good faith by the Borrower) causing such changesBuyer may reasonably request.

Financial Statements and Other Reports. Deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative Agent: (a) The Company will, as soon as available, but in any event within 105 days practicable after the end of each Fiscal Year quarterly period (other than the last quarterly period) in each fiscal year, furnish to the Purchaser statements of Holdings, consolidated net income and cash flows and a Consolidated balance sheet statement of Holdings and its Subsidiaries as at changes in consolidated stockholders' equity of the Company for the period from the beginning of the then current fiscal year to the end of such Fiscal Yearquarterly period, and a consolidated balance sheet of the related Consolidated Company as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of the Company, subject to changes resulting from year-end adjustments; provided, however, that delivery pursuant to clause (c) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the Commission shall be deemed to satisfy the requirements of this clause (a); (b) The Company will, as soon as practicable after the end of each fiscal year, furnish to Purchaser statements of consolidated net income or operations, shareholders’ equity (if available) and cash flows and a statement of changes in consolidated stockholders' equity of the Company for such Fiscal Yearyear, and a consolidated balance sheet of the Company as of the end of such year, setting forth in each case in comparative form the corresponding figures for from the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and prepared in accordance examined and reported on by independent public accountants of recognized national standing selected by the Company; provided, however, that delivery pursuant to clause (c) below of a copy of the Annual Report on Form 10-K of the Company for such fiscal year filed with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion Commission shall be prepared in accordance with generally accepted auditing standards and shall not be subject deemed to any “going concern” or like qualification or exception or any qualification or exception as to satisfy the scope requirements of such audit; this clause (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotesand; (c) as soon as availableThe Company will, but in any event no later than 60 days after promptly upon transmission thereof, furnish to the end Purchaser copies of each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from all such financial statements statements, proxy statements, notices and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared reports as it shall send to the corresponding prior year period and the key factors (as determined in good faith by the Borrower) causing such changesits stockholders.

Financial Statements and Other Reports. Deliver The Guarantor will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. The Guarantor will deliver to the Administrative Agent, in form and detail reasonably acceptable to the Administrative AgentBuyer: (ai) at any time during which any Notes are outstanding, as soon as available, but available and in any event within 105 25 days after the end of each Fiscal Year month ending after the First Closing Date, (1) the consolidated balance sheets of Holdings, a Consolidated balance sheet of Holdings the Guarantor and its Subsidiaries Subsidiaries, as at the end of such Fiscal Yearmonth, and (2) the related Consolidated consolidated statements of income or operationsoperations and stockholders' equity, shareholders’ equity (if available) and cash flows in each case for such Fiscal Yearmonth and for the period from the beginning of the then current fiscal year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearfiscal year and the corresponding figures from the consolidated plan and financial forecast for the current fiscal year delivered pursuant to Section 4.1(x), all in reasonable detail and certified by the Guarantor on its behalf by its chief financial officer (in his capacity as such) that such statements fairly present the financial condition of such entities as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (3) the narrative report, if any, describing the operations of the Guarantor and its Subsidiaries prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory for presentation to the Administrative Agent, which report Guarantor's Senior Officers for such monthly period and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as for the period from the beginning of the then current fiscal year to the scope end of such auditmonthly period; (bii) as soon as available, but available and in any event within 50 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year and within 90 days after the end of Holdings the fourth fiscal quarter of each fiscal year, (commencing with 1) the Fiscal Quarter ending May 26, 2012), a Consolidated consolidated balance sheet of Holdings the Company and its Subsidiaries as at the end of such Fiscal Quarterfiscal quarter, and (2) the related Consolidated consolidated statements of income or operations operations, stockholders' equity and cash flows for such Fiscal Quarter fiscal quarter and for the portion period from the beginning of Holdings’ Fiscal Year the then endedcurrent fiscal year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding Fiscal Quarter periods of the previous Fiscal Year fiscal year and the corresponding portion of figures from the previous Fiscal Year consolidated plan and to financial forecast for the figures as set forth in the projections current fiscal year delivered pursuant to Section 6.01(c4.1(x), all in reasonable detail, detail and certified by the Guarantor on its behalf by its chief financial officer (in his capacity as such) that such statements fairly present the consolidated financial condition of the Guarantor and its Subsidiaries, as at the dates indicated and the results of operations and cash flows of the Guarantor and its Subsidiaries for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (3) the Guarantor's quarterly report on Form 10-Q for such quarterly period, and (4) only if the Guarantor does not file quarterly reports on Form 10-Q with the Commission, a Responsible Officer narrative report describing the operations of the Guarantor and its Subsidiaries (in the form of management's discussion and analysis of such operations which would comply with the disclosure requirements of the Exchange Act and rules and regulations promulgated thereunder with respect to management's discussion and analysis set forth in quarterly reports on behalf Form 10-Q) prepared for such fiscal quarter and for the period from the beginning of Holdings the then current fiscal year to the end of such fiscal quarter; (iii) as fairly presenting soon as available and in all material respects any event within 90 days after the financial conditionend of each fiscal year, results (1) the consolidated sheet of the Guarantor and its Subsidiaries as at the end of such fiscal year, (2) the related consolidated and consolidating statements of operations, shareholders’ stockholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast for the current fiscal year delivered pursuant to Section 4.1(i) for the fiscal year covered by such financial statements, all in reasonable detail and certified by the Guarantor on its behalf by its chief financial officer (in his capacity as such) that such statements fairly present the consolidated financial condition of Holdings the Guarantor and its Subsidiaries, as at the dates indicated and the results of operations and cash flows of the Guarantor and its Subsidiaries for the periods indicated, (3) the Guarantor's annual report on Form 10-K for such year, (4) only if the Guarantor does not file annual reports on Form 10-K with the Commission, a narrative report describing the operations of the Guarantor and its Subsidiaries (in the form of management's discussion and analysis of such operations which would comply with the disclosure requirements of the Exchange Act and rules and regulations promulgated thereunder with respect to management's discussion and analysis set forth in quarterly reports on Form 10-Q) prepared for such fiscal year, and (5) a report thereon of independent certified public accountants of recognized national standing, which report shall be unqualified as to scope of audit, shall express no doubts about the ability of the Guarantor and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present the consolidated financial position of the Guarantor and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iv) together with each delivery of financial statements pursuant to Sections (ii) and (iii) above, (a) a Financial Statements Certificate of the Guarantor stating that the signers have reviewed the terms of this Agreement and the Notes and the Publishing Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of the Financial Statements Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such accounting periods with the restrictions contained in Sections 5.1, subject only 5.2, 5.3, 5.4, 5.5, 5.6, and 5.13; (v) together with each delivery of consolidated financial statements pursuant to normal year-end Section (iii) above, a written statement by the independent certified public accountants giving the report thereon (a) stating whether, in connection with their audit adjustmentsexamination, any condition or event that constitutes an Event of Default or Potential Event of Default that relates to accounting matters has come to their attention and, if any such condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit examination, and (b) stating that based on their audit examination nothing has come to their attention that causes them to believe that the information contained in the certificates delivered therewith is not correct; (vi) promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all reports (other than reports of a routine or ministerial nature which are not material) submitted to the Company, Publishing or the Guarantor or any of their respective Subsidiaries by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Guarantor or any of its Subsidiaries made by such accountants, including, but not limited towithout limitation, purchase accounting adjustments, and the absence of footnotesany comment letter submitted by such accountants to management in connection with their annual audit; (vii) promptly upon the sending or filing thereof, copies of (a) all financial statements, reports, notices and proxy statements sent or made available generally by the Guarantor to its security holders or by any Subsidiary of the Guarantor to its security holders other than the Guarantor or another Subsidiary of the Guarantor, (b) all other reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Guarantor or any of its Subsidiaries with any securities exchange or with the Commission or any governmental authority (other than reports of a routine or ministerial nature which are not material), and (c) all press releases and other statements made available generally by the Guarantor or any of its Subsidiaries to the public concerning material developments in the business of the Company, the Guarantor or any of their respective Subsidiaries; (viii) promptly upon any Senior Officer's obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that the Buyer has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement or the Notes, (b) that any person has given any notice to the Guarantor or any of its Subsidiaries or taken any other action with respect to a claimed default or event or condition which might result in an Event of Default or Potential Event of Default, (c) of any condition or event which would be required to be disclosed in a Current Report filed with the Commission on Form 8-K whether or not the Guarantor is required to file such reports under the Exchange Act, or (d) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect in respect of the Guarantor or any of its Subsidiaries, a certificate of the Guarantor executed by two Senior Officers (in their capacity as such) specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, event or condition, and what action the Company, Publishing or the Guarantor has taken, is taking and proposes to take with respect thereto; (ix) promptly upon any Senior Officer's obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Guarantor or any of its Subsidiaries or any property of the Guarantor or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by the Guarantor to the Buyer or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, could reasonably be expected to have a Material Adverse Effect on either the Company or the Guarantor and its Subsidiaries, taken as a whole; or (2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement, the Security Agreement, the Notes or the Publishing Notes; written notice thereof together with such other information as may be reasonably available to the Guarantor or any of its Subsidiaries to enable the Buyer and its counsel to evaluate such matters; (x) as soon as available, practicable but in any event no later than 60 40 days after following the end first day of each Fiscal Year of Holdings commencing at the end fiscal year a forecast for each of the Fiscal Year ending February 23next succeeding twelve months of the consolidated balance sheet and the consolidated statements of income, 2013cash flow and cash position of the Guarantor and its Subsidiaries, together with an annual outline of the major assumptions upon which the forecast is based. Together with each delivery of financial statements pursuant to Sections 4.1(ii) and (iii) above, the Guarantor shall deliver a comparison of the current year to date financial results against the budget required to be submitted pursuant to this Section; (xi) not later than the last day of Holdings each fiscal year of the Guarantor, a report in form and substance satisfactory to GPH outlining all material insurance coverage maintained as of the date of such report by the Guarantor and its Subsidiaries on a Consolidated basis for and all material insurance coverage planned to be maintained by such persons in the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiariessubsequent fiscal year; and (dxii) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) reasonable promptness, such other information and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements compared data with respect to the corresponding prior year period and the key factors (Guarantor or any of its Subsidiaries or any of their respective property, business or assets as determined in good faith from time to time may be reasonably requested by the Borrower) causing such changesGPH.

Financial Statements and Other Reports. Deliver Borrower will deliver to the Administrative Agent, in form Agent and detail reasonably acceptable to the Administrative AgentLenders: (a1) During Stage 1, in the event that there has been a funding of any Loans, as soon as available, but available and in any event within 105 thirty (30) days after the end of each Fiscal Year of Holdingsmonth ending after the Closing Date, a Consolidated the consolidated balance sheet of Holdings Company and its Subsidiaries as at the end of such Fiscal Year, month and the related Consolidated consolidated statements of income or operationsincome, shareholders’ stockholders' equity (if available) and cash flows of Company and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal YearYear to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be extent prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;on a monthly (b2) as soon as available, but available and in any event within 50 sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with Year, the Fiscal Quarter ending May 26, 2012), a Consolidated consolidated balance sheet of Holdings Company and its Subsidiaries as at the end of such Fiscal Quarter, Quarter and the related Consolidated consolidated statements of income or operations income, stockholders' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the portion period from the beginning of Holdings’ the then current Fiscal Year then endedto the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding Fiscal Quarter periods of the previous Fiscal Year and the corresponding portion of figures from the previous Financial Plan for the current Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c)Year, all in reasonable detail, certified by together with (1) a Responsible Financial Officer on behalf Certification, (2) a Narrative Report with respect thereto and (3) a revised Schedule 4.1 (if necessary) reflecting all changes in the organizational structure and capital structure of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings Company and its Subsidiaries in accordance with GAAPsince the delivery of the last quarterly financial information, subject only which revised Schedule 4.1 will be deemed to normal yearamend the then-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotesexisting Schedule 4.1 for all purposes under this Agreement; (c3) as soon as available, but available and in any event no later than 60 within ninety (90) days after the end of each Fiscal Year Year, (i) the consolidated balance sheet of Holdings commencing Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and a management narrative report providing reasonable detail on the financial results of Holdings for the period covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; (ii) a report thereon of Arthxx Xxxexxxx XXX or other independent certified public accountants of recognized national standing selected by Company and in form and substance satisfactory to Administrative Agent, (which report shall be unqualified as to going concern and scope of audit and shall state that such consolidated financial statements compared fairly present in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of the Credit Documents, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof and (iii) a revised Schedule 4.1 (if necessary) reflecting all changes in the organizational structure and capital structure of Company and its Subsidiaries since the delivery of the last quarterly financial information, which revised Schedule 4.1 will be deemed to amend the then-existing Schedule 4.1 for all purposes under this Agreement; (4) together with each delivery of financial statements of Company and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate; (5) if, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Company and its Subsidiaries delivered pursuant to Sections 5.1(a), 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent; (6) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Company to its security holders acting in such capacity or by any Subsidiary of Company to its security holders other than Company or another Subsidiary of Company, (ii) all regular and periodic reports (but not including, unless requested by Administrative Agent, routine reports regularly filed with the FCC and state commissions with jurisdiction over telecommunications matters) and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, and (iii) all press releases and other statements made available generally by Company or any of its Subsidiaries to the corresponding prior year public concerning material developments in the business of Company or any of its Subsidiaries; (7) promptly upon any officer of Borrower or Company obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Borrower or Company with respect thereto; (ii) that any Person has given any notice to Company or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(b); (iii) of any condition or event of a type required to be disclosed in a current report on Form 8-K of the Securities and Exchange Commission; or (iv) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of an Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the key factors nature of such claimed Event of Default, Default, default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto; (8) promptly upon any officer of Borrower or Company obtaining knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by Borrower or Company to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either (i) or (ii) if adversely determined, could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as determined in good faith by a result of, the Borrower) causing such changes.transactions contemplated hereby, written notice