Common use of Financial Statements, Certificates and Information Clause in Contracts

Financial Statements, Certificates and Information. The Obligors will deliver to each of the Lenders: as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Obligors, the consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the Obligors, copies of the unaudited consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow for the portion of Obligors' fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial position of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrowers will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the ObligorsBorrowers, the consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and the combined (in the case balance sheets of the Borrowers and their Subsidiaries) balance sheets as at the end of such year, statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory with respect to the Administrative Agentconsolidated financial statements, together certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use reasonable efforts to provide the Banks with a written statement from such accountants the Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in Section 8 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of the Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants the Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants the Accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the first three fiscal quarters of the ObligorsBorrowers, copies of the unaudited consolidated and consolidating (in the case balance sheets and statement of the Guarantor and its Subsidiaries) and combined (in the case operations of the Borrowers and their Subsidiaries) balance sheets as at the end of such quarter, subject to year end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrowers (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Obligors and their Subsidiaries Borrowers as at the close of business on the date thereof and the results of operations for the period then ended; (subject to year-end adjustments); c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) daysBorrowers, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case consolidating financial statements of the Borrowers and their Subsidiaries) financial statements for such month month, prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor CFO that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries Borrowers on the date thereof (subject to year-end adjustments); ; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B C hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in Sections 6, 7 and 8 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with the covenants contained in ss.10 respect thereto and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year a certificate of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, Borrowers' Chief Operating Officer in the form attached hereto as Exhibit D with respect to environmental matters; (ie) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements contemporaneously with or promptly following the delivery thereof to the boards of income and cash flows directors of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any LenderBorrowers, copies of all compliance certificates and other the financial statements, financial projections, annual budget, variance reports and business plan concerning the Borrowers in substantially the same form in which such information required to be delivered is supplied to the lenders under boards of directors of the Licensed Shoe Debt; Borrowers; (f) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrowers; and and (g) from time to time time, such other financial data and other information (including accountants, ' management letters) as the Administrative Agent or any Lender Banks may reasonably request. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Credit Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrowers have or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety one hundred (90100) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) , the consolidating balance sheet of each of Holdings and its Subsidiaries and the combined (in the case of the Borrowers Borrower and their its Subsidiaries) balance sheets , each as at the end of such year, and the related consolidated statements of income, and consolidated statements of cash flow and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and consolidating statements of cash flow, flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified such consolidated statements are reported upon without qualification by KPMG Peat Marwick a nationally recognized independent certified public accounting firm or by other independent certified public accountants satisfactory to the Administrative Agentof nationally recognized standing, together with a written statement from such accountants to the effect that they have read a copy of (S)11 of this Credit AgreementAgreement in connection with their audit of the Borrower and its Subsidiaries, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under (S)11 of the Credit Agreement, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default under (S)11 of the Credit Agreement they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks -------- for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-fifty- five (4555) days after the end of each of the first three fiscal quarters of the ObligorsBorrower, copies of the unaudited consolidated balance sheet of each of Holdings and its Subsidiaries and the Borrower and its Subsidiaries and the unaudited consolidating (in balance sheet of each of Holdings and its Subsidiaries and the case of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such quarter, and the related consolidated and combined statements of income and income, consolidated statements of cash flow for the portion of Obligors' such Person's fiscal year then elapsed, all in reasonable detail detail, showing operating contribution on a Stopping Center by Stopping Center basis and with respect to the Borrower the comparison of the Borrower's performance for such period to the Borrower's projected budget for such period, and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to year-end adjustments); ; (c) as soon as practicable, but in any event within forty-five not later than thirty (4530) days after the end of each month month, in each fiscal year of the Obligors or in the case Borrower, copies of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (balance sheet of Holdings and its Subsidiaries and the Borrower and its Subsidiaries for such month, and the related consolidated statement of income and consolidated cash statement for the portion of such Person's fiscal year then elapsed, and with respect to the Borrower, setting forth in comparative form the figures set forth in the case of Borrower's budget for the Guarantor and its Subsidiaries) and combined (comparable period, all in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principlesreasonable detail, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial condition of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to year-end adjustmentsquarterly adjustments and the exclusion of footnotes); ; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Borrower in substantially the form of Exhibit B C hereto (the "Compliance Certificate") and setting ------- - forth in reasonable detail (i) computations evidencing compliance with the covenants contained in ss.10 (S)11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable , (ii) an updated Schedule 8.26 identifying any bank account opened or closed during the ------------- fiscal quarter then ended (iii) an updated Schedule 8.18 identifying any -------- ---- new underground storage tanks located on the Mortgaged Properties, (iv) a schedule identifying the actual operating expenses of Holdings for the fiscal quarter then ended compared to the amounts previously provided in the budget delivered to the Agent pursuant to (S)9.4(e)(ii), and (v) a schedule identifying, in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligorsdetail, a quarterly consolidated and consolidating plan and financial forecast all New Site Capital Expenditures for such fiscal year, including, without limitation, quarter. (ie) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission Commission; (f) not later than January 31 of each year, or such later time as agreed to by the Guarantor or sent Agent, (i) the budgets of the Borrower and its Subsidiaries for such year, (ii) the budget of the operating expenses for such year intended to be distributed to Holdings pursuant to (S)10.4(c), and (iii) projections of the Borrower and its Subsidiaries for such year prepared on a quarterly basis, including balance sheets, income statements and cash flow statements and detail regarding projected Capital Expenditures, such projections to be updated on a quarterly basis; (g) promptly upon receipt thereof, copies of all final management letters of substance and other material reports of substance which are submitted to the stockholders Borrower by its independent accountants in connection with any annual or interim audit of the Guarantor; and books of the Borrower made by such accountants; (h) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver and will cause MCRC to each of deliver to the Lenders: Administrative Agent: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal year of the Obligorsyears, the consolidated and consolidating (unless, in the case of MCRC, MCRC has filed for an extension in accordance with §7.4(g) hereof, in which case such annual financial statements shall be due in accordance with the Guarantor and its Subsidiariesproviso to §7.4(g): (i) and the combined (in the case of MCRLP, the Borrowers audited consolidated balance sheet of MCRLP and their Subsidiaries) balance sheets as its subsidiaries at the end of such year, and the related audited consolidated statements of operations, owner’s equity (deficit) and cash flows for the year then ended, in each case (except for statements of cash flow and owner’s equity) with supplemental consolidating schedules provided by MCRLP; and (ii) in the case of MCRC, the Guarantor audited consolidated balance sheet of MCRC and its Subsidiariessubsidiaries (including, without limitation, MCRLP and its subsidiaries) at the end of such year, the related audited consolidated statements of operations, stockholders’ equity (deficit) and combined cash flows for the year then ended, in each case with supplemental consolidating schedules (in the case of the Borrowers and Subsidiaries) statements of income and except for statements of cash flow, for such year, flow and stockholders’ equity) provided by MCRC; each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and, in each case, accompanied by an auditor’s report prepared by the Accountants without a “going-concern” or like qualification or exception and certified without any qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory exception as to the Administrative Agent, together with a written statement from scope of such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; audit; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the its first three (3) fiscal quarters quarters: (i) in the case of the ObligorsMCRLP, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor MCRLP and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets subsidiaries as at the end of such quarter, and the related unaudited consolidated and combined statements of income operations, owner’s equity (deficit) and statements of cash flow flows for the portion of Obligors' MCRLP’s fiscal year then elapsed, with supplemental consolidating schedules (except with respect to statements of cash flow and owner’s equity) provided by MCRLP; and (ii) in the case of MCRC, copies of the unaudited consolidated balance sheet of MCRC and its subsidiaries (including, without limitation, MCRLP and its subsidiaries) as at the end of such quarter, the related unaudited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the portion of MCRC’s fiscal year then elapsed, with supplemental consolidating schedules (except with respect to statements of cash flow and stockholders’ equity) provided by MCRC; all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP on the same basis as used in preparation of MCRC’s Form 10-Q statements filed with the SEC, together with a certification by the principal chief financial officer or accounting officer senior vice president of each Obligor finance of MCRLP or MCRC, as applicable, that the information contained in such financial statements fairly presents the financial position of MCRLP or MCRC (as the Obligors case may be) and their Subsidiaries its subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) (for the fourth fiscal quarter of each fiscal year) above and (b) above(for the first three fiscal quarters of each fiscal year), a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B D hereto signedy the chief financial officer or senior vice president of finance of the MCRLP or MCRC, as applicable, and (if applicable) reconciliations to reflect changes in GAAP since the applicable Financial Statement Date, but only to the extent that such changes in GAAP affect the financial covenants set forth in §9 hereof; and, in the case of MCRLP, setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 §8.6 and §9 hereof; (d) promptly if applicable) reconciliations to reflect changes in generally accepted accounting principles since requested by the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning Administrative Agent, a copy of each fiscal year report (including any so-called letters of reportable conditions or letters of no material weakness) submitted to the Borrower, MCRC, or any other Guarantor or any of their respective subsidiaries by the Accountants in connection with each annual audit of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows books of the Guarantor and its Subsidiaries for such fiscal yearBorrower, and (ii) such other projections as the Agents MCRC, or any Lender may request; upon the request other Guarantor or such subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the Administrative Agent business of the Borrower, MCRC or any Lenderother Guarantor or any such subsidiary; (e) contemporaneously with the filing or mailing thereof, copies of all compliance certificates and other reports and information required to be delivered material of a financial nature sent to the lenders under holders of any Indebtedness of the Licensed Shoe Debt; Borrower or any Guarantor (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a Material Adverse Effect; (f) subject to subsection (g) below, contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor SEC or sent to the stockholders of MCRC; (g) as soon as practicable, but in any event not later than ninety (90) days after the Guarantor; end of each fiscal year of MCRC, copies of the Form 10-K statement filed by MCRC with the SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of MCRC, copies of the Form 10-Q statement filed by MCRC with the SEC for such fiscal quarter, provided that, in either case, if MCRC has filed an extension for the filing of such statements, MCRC shall deliver such statements to the Administrative Agent within ten (10) days after the filing thereof with the SEC which filing shall be within fifteen (15) days of MCRC’s filing for such extension or such sooner time as required to avert a Material Adverse Effect on MCRC; (h) from time to time time, but not more frequently than once each calendar quarter so long as no Default or Event of Default has occurred and is continuing, such other financial data and information (including accountantsabout the Borrower, management letters) MCRC, the other Guarantors, their respective Subsidiaries, the Real Estate and the Partially-Owned Entities as the Administrative Agent or any Lender acting through the Administrative Agent may reasonably request, and which is prepared by such Person in the normal course of its business or is required for securities and tax law compliance, including pro forma financial statements described in §9.9(b)(ii), complete rent rolls for the Unencumbered Properties and summary rent rolls for the other Real Estate, and insurance certificates with respect to the Real Estate (including the Unencumbered Properties) and tax returns (following the occurrence of a Default or Event of Default or, in the case of MCRC, to confirm MCRC’s REIT status), but excluding working drafts and papers and privileged documents; and (i) simultaneously with the delivery of the financial statements referred to in subsections (a) (for the fourth fiscal quarter of each fiscal year) above and (b) (for the first three fiscal quarters of each fiscal year) above, updates to Schedule 6.3(a) and Schedule 6.3(c) hereto, and simultaneously with the delivery of the financial statements referred to in subsection (a) above, updates to Schedule 6.19 hereto.

Financial Statements, Certificates and Information. The Obligors Company will deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the ObligorsCompany, or Xxxxxxx Xxxxxxxxx, as the case may be: (i) the consolidated and consolidating (in the case balance sheet of the Guarantor and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Company, as at the end of such fiscal year; (ii) the consolidated statement of income and consolidated statement of cash flows of the Company for such fiscal year; (iii) AMERICAS/2023306744.4 (iv) the balance sheet of Xxxxxxx Xxxxxxxxx, as at the end of such fiscal year ; and (v) the statement of income and statement of cash flows of Xxxxxxx Xxxxxxxxx for such fiscal year. Each of the related consolidated balance sheets and consolidating statements delivered under this Section 6.2(a) shall (I) in the case of the Guarantor and its Subsidiariesitems (i) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flowii), for such year, each setting set forth in comparative form the figures for the previous fiscal year and all such statements to year; (II) be in reasonable detail, detail and prepared in accordance with generally accepted accounting principlesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and certified be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal financial or accounting officer of the Company or Xxxxxxx Xxxxxxxxx, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of Xxxxxxx Xxxxxxxxx, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows Xxxxxxx Xxxxxxxxx, as the case may be, for the periods covered thereby; and (IV) be certified, without qualification limitation as to scope, by KPMG Peat Marwick PricewaterhouseCoopers LLP or by other another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of the Obligors, copies each fiscal year of the Company, (i) the unaudited interim condensed consolidated and consolidating (in the case balance sheet of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Company as at the end of such fiscal quarter, and (ii) the related unaudited interim condensed consolidated and combined statements statement of income and statements unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and for the portion of Obligors' the Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with generally accepted accounting principlesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, together with and including footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and concurrently therewith a certification by the principal financial or accounting officer of each Obligor that the information contained Company that, in such financial statements fairly presents the opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial position of the Obligors and their Subsidiaries on Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after concurrently with the end of each month in each fiscal year delivery of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared referred to in accordance with generally accepted accounting principlessubsection (b) above, together with a certification by the principal financial or accounting officer quarterly FOCUS Report of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof Xxxxxxx Xxxxxxxxx; (subject to year-end adjustments); d) simultaneously with the delivery of the financial statements referred to in subsections (aa)(i) and (ii) and (b) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of each Obligor the Company in substantially the form of Exhibit B H hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 8 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; as soon as practicable and in any event no later than sixty December 31, 2021; (60e) days AMERICAS/2023306744.4 (f) promptly after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lendersame are available, copies of each annual report, proxy, if any, or financial statement or other report or communication sent to the holders of Equity Securities of the Company who are not Affiliates of the Company, and copies of all compliance certificates annual, interim and other current reports and information any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the lenders under the Licensed Shoe DebtAdministrative Agent pursuant hereto; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and and (g) from time to time such other financial data and information (including accountants, ’ management letters) as the Administrative Agent or (having been requested to do so by any Lender Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at xxx.xxxxxxxxxxxxxxxxx.xxx or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to mark any Company Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Borrower as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by KPMG Peat Marwick Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the Administrative AgentAgent (the “Accountants”). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the ObligorsBorrower, copies of the unaudited consolidated balance sheet and consolidating (in the case statement of operations of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Borrower as at the end of such quarter, subject to year-end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of each Obligor the Borrower (the “CFO or the CAO”) that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Obligors and their Subsidiaries Borrower as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments); as soon as practicable, but in any event within forty-five adjustments and the exclusion of detailed footnotes; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor certificate in substantially the form of Exhibit B C hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 §9 hereof and (that no Default or Event of Default exists, provided that if applicable) reconciliations to reflect changes the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents certificate or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered otherwise deliver forthwith to the lenders under Banks a certificate specifying the Licensed Shoe Debt; contemporaneously nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) promptly following the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the Borrower’s and its Subsidiaries’ stockholders of the Guarantorgenerally; and and (e) from time to time such other financial data and other information (including accountants, management letters) as any of the Banks may reasonably request through the Administrative Agent Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or any Lender may reasonably requesthave under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Obligors Borrowers will deliver to each of the Lenders: Administrative Agent: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal year of the Obligors, the consolidated and consolidating years: (i) in the case of SALP, if prepared, the Guarantor audited consolidated balance sheet of SALP and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as Subsidiaries at the end of such year, and the related audited consolidated statements of operations, funds available for distribution and cash flows for the year then ended, in each case (except for cash flow statements) with supplemental consolidating schedules provided by SALP; and (ii) in the case of Sovran, the audited consolidated and consolidating (in for Subsidiaries which own Real Estate, if any Subsidiary becomes the case owner of the Guarantor Real Estate pursuant to §8.6 or §8.7 hereof) balance sheet of Sovran and its Subsidiaries (including, without limitation, SALP and its Subsidiaries) at the end of such year, and combined the related audited consolidated and consolidating (in for Subsidiaries which own Real Estate, if any Subsidiary becomes the case owner of the Borrowers and SubsidiariesReal Estate pursuant to §8.6 or §8.7 hereof) statements of income operations, cash flows and statements of cash flow, shareholders' equity for such year, the year then ended; each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and, in each case, accompanied by (x) a certification by the principal financial officer of SALP or Sovran, as applicable, that the information contained in such financial statements fairly presents the financial position of SALP or Sovran (as the case may be) and certified its Subsidiaries on the date thereof and (y) an auditor's report prepared without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; Accountants; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its fiscal quarters: (i) in the first three fiscal quarters case of the ObligorsSALP, if prepared, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor SALP and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related unaudited consolidated and combined statements of income operations, funds available for distribution and statements of cash flow flows for the portion of Obligors' SALP's fiscal year then elapsed, with supplemental consolidating schedules (except with respect to cash flow statements) provided by SALP; and (ii) in the case of Sovran, copies of the unaudited consolidated and consolidating (for Subsidiaries which own Real Estate, if any Subsidiary becomes the owner of Real Estate pursuant to §8.6 or §8.7 hereof) balance sheet of Sovran and its Subsidiaries (including, without limitation, SALP and its Subsidiaries) as at the end of such quarter, and the related unaudited consolidated and consolidating (for Subsidiaries which own Real Estate, if any Subsidiary becomes the owner of Real Estate pursuant to §8.6 or §8.7 hereof) statements of operations and cash flows for the portion of Sovran's fiscal year then elapsed; all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor SALP or Sovran, as applicable, that the information contained in such financial statements fairly presents the financial position of SALP or Sovran (as the Obligors case may be) and their its Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B D-2 hereto signed by the chief financial officer of SALP or Sovran, as applicable, and (if applicable) reconciliations to reflect changes in GAAP since March 31, 2008; and, in the case of Sovran, setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and §10 hereof; (if applicabled) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; promptly as soon as practicable and in any event no later than sixty (60) days after the beginning they become available, a copy of each fiscal year report (including any so-called management letters) submitted to any Borrower or any Guarantor or any of their respective subsidiaries by the Accountants in connection with each annual audit of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for books of any Borrower or any Guarantor or such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents business of any Borrower or any Lender may request; upon the request of the Administrative Agent Guarantor or any Lendersuch subsidiary; (e) contemporaneously with the filing or mailing thereof, copies of all compliance certificates and other reports and information required to be delivered material of a financial nature sent to the lenders under holders of any Indebtedness of any Borrower or any Guarantor (other than the Licensed Shoe Debt; Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a Material Adverse Effect; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor SEC or sent to the stockholders of Sovran; (g) as soon as practicable, but in any event not later than ninety (90) days after the Guarantorend of each fiscal year of Sovran, copies of the Form 10-K statement filed by Sovran with the SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of Sovran, copies of the Form 10-Q statement filed by Sovran with the SEC for such fiscal quarter; and and (h) from time to time such other financial data and information (including accountantsabout the Borrowers, management letters) the Guarantors, their respective Subsidiaries, the Real Estate and the Partially-Owned Entities which is prepared by such Person in the normal course of its business or is required for securities and tax law compliance as the Administrative Agent or any Lender may reasonably request, including without limitation occupancy information and insurance certificates with respect to the Real Estate (including the Unencumbered Properties) and tax returns.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver furnish to each of the Lenders: as Lender: 3.3.1 As soon as practicable, but available and in any event not later than ninety within one hundred eighty (90180) days after the end last day of each fiscal year year, complete audited financial statements prepared by an independent certified public accountant of recognized standing selected by the Borrower and reasonably satisfactory to the Lender, covering the operations of the ObligorsBorrower for such fiscal year and containing statements of earnings and of retained earnings and paid-in surplus for such year, statements of cash flow, and balance sheets and income statement as at the consolidated close of such year, each accompanied by (a) statements in comparative form for the preceding fiscal year, (b) all notes, appropriate schedules, disclosures, and consolidating supplemental information pertaining to such statements, (in the case c) a certification of the Guarantor and its Subsidiaries) and Borrower’s chief financial officer that such financial statements fairly represent the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as Borrower’s financial condition at the end of such year, period and the related consolidated and consolidating (in the case results of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for operations during such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; as period; 3.3.2 As soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the Obligors, copies of the unaudited consolidated available and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow for the portion of Obligors' fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial position of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year quarter of Borrower during the loan term, a company prepared financial statement consisting of a balance sheet and profit and loss statement certified by the President or Chief Financial Officer of the Obligors Borrower; 3.3.3 Promptly after the commencement thereof, notice of each action, suit or proceeding by or before any Governmental Authority affecting the Borrower which could (singly or in the case aggregate) be reasonably expected to have a Material Adverse Effect; 3.3.4 Promptly after receipt, a copy of all audits or reports submitted to the Borrower by independent public accountants in connection with any annual, special or interim audits of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case books of the Guarantor Borrower and its Subsidiaries) and combined (in any letter of comments directed by such accountants to the case management of the Borrowers Borrower; 3.3.5 As soon as possible and their Subsidiariesin any event within thirty (30) days after the Borrower knows or has reason to know that any event which would constitute a reportable event under ERISA with respect to any employee pension or other benefit plan subject to ERISA has occurred, or that the PBGC or the Borrower has instituted or will institute proceedings to terminate such plan, a certificate of the chief financial statements for officer of the Borrower setting forth details as to such month prepared in accordance reportable event and the action which the Borrower proposes to take with generally accepted accounting principlesrespect thereto, together with a certification copy of any notice of such reportable event which may be required to be filed with the PBGC, or any notice delivered by the principal financial PBGC evidencing its intent to institute such proceedings, or accounting officer of each Obligor any notice to the PBGC that the plan is to be terminated, as the case may be; 3.3.6 Immediately upon any change of the Borrower’s independent public accountants, notification thereof and such further information contained in as the Lender may reasonably request concerning the resignation, refusal to stand for reappointment after completion of the current audit or dismissal of such financial statements fairly presents accountants; 3.3.7 Such additional information and reports concerning the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal yearBorrower, including, without limitationbut not limited to, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal yearreports concerning Collateral, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lendercommercially reasonably requests, copies of all compliance certificates in form and other reports and information required to be delivered detail reasonably acceptable to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably requestLender.

Financial Statements, Certificates and Information. The Obligors Issuer will deliver to each of the Lenders: Purchaser: (a) as soon as practicable, but in any event not later than ninety eighty (9080) days after the end of each fiscal year of the ObligorsIssuer, the audited consolidated and consolidating (in the case balance sheet of the Guarantor Issuer and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets subsidiaries, as at the end of such year, and the related audited consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and audited consolidated statements of cash flow, for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements (i) to be in reasonable detail, prepared in accordance with generally accepted accounting principles, GAAP and the requirements of the SEC and (ii) to be certified without qualification and without an expression of uncertainty as to the ability of the Issuer or any of the Subsidiaries to continue as going concerns, by KPMG Peat Marwick Ernst & Young LLP or by other independent certified public accountants reasonably satisfactory to the Administrative AgentPurchaser (provided that the absences of such qualification or expression shall not be required with respect to any year prior to the fiscal year ending February 28, 2013), together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault related to or arising from accounting matters, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Purchaser for failure to obtain knowledge of any Default or Event of Default; ; (b) (i) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of the ObligorsIssuer, copies of the unaudited consolidated and consolidating (in the case balance sheets of the Guarantor Issuer and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets subsidiaries as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow flows for the portion of Obligors' fiscal year quarter then elapsedended, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP and SEC requirements, together with a certification by the principal financial or accounting officer of each Obligor the Issuer that the information contained in such financial statements fairly presents the financial position of the Obligors Issuer and their Subsidiaries respective subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.;

Financial Statements, Certificates and Information. The Obligors Company will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety one hundred (90100) days after the end of each fiscal year of the ObligorsCompany, the consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in statement of earnings and the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements consolidated statement of cash flowflows, for such year, with each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without qualification (except as to changes in GAAP with which such accountants concur) and without an expression of uncertainty as to the ability of the Company or any of its Subsidiaries to continue as going concerns by KPMG Peat Marwick LLP or by other independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the ObligorsCompany, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such quarter, and the related consolidated and combined statements consolidating statement of income earnings and statements the consolidated statement of cash flow flows for the portion of Obligors' the Company's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer certificate of each Obligor that the information contained in such financial statements fairly presents the financial position any Authorized Financial Officer of the Obligors and their Subsidiaries on the date thereof (Company that, subject to changes resulting from audit and year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition and results of operations of the Obligors Company and their its Subsidiaries on for the date thereof periods covered; (subject to year-end adjustments); c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement statement, in the form attached hereto as Exhibit E (a "Compliance Certificate"), certified by any Authorized Financial Officer of the principal financial or accounting officer Company that the Company is in compliance with the covenants contained in 9, 10 and 11 as of each Obligor in substantially the form end of Exhibit B hereto the applicable period and setting forth in reasonable detail computations evidencing such compliance with the financial covenants contained set forth in ss.10 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material other financial statements and reports as the Company shall send to any holders of a financial nature filed Indebtedness of the Company or the stockholders of the Company, and copies of all regular and periodic reports which the Company may be required to file with the Securities and Exchange Commission by or any similar or corresponding federal or state governmental commission, department or agency substituted therefor; (i) within fifteen (15) Business Days after the Guarantor or sent end of each fiscal month (except December and January), a net accounts receivable aging report with respect to the stockholders "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the GuarantorCompany and the Restricted Subsidiaries, (ii) (A) within fifteen (15) Business Days after the end of December, a gross accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries, and (B) within thirty (30) Business Days after the end of December, a net accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries, and (iii) within fifteen (15) Business Days after the end of January, a gross accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries; (i) within fifteen (15) Business Days after the end of each fiscal month (except December and January), an inventory designation report in form and substance reasonably satisfactory to the Agent, and (ii) within thirty (30) Business Days after the end of December and January, an inventory designation report in form and substance reasonably satisfactory to the Agent; (g) within fifteen (15) Business Days after the end of each fiscal month, a report as to the Foreign Scheduled Facilities and outstandings thereunder by facility and in form and substance reasonably satisfactory to the Agent; (h) as soon as practicable, but in any event not later than sixty (60) days after the end of each fiscal year, the budget of the Company for the next fiscal year, and from time to time upon the reasonable request of the Agent, projections of the Company and its Subsidiaries updating those projections delivered to the Banks and referred to in 8.8.3 or, if applicable, updating any later such projections delivered in response to this 9.5(h); and and (i) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrowers will deliver to each of the Lenders: Administrative Agent: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsBorrowers, the consolidated and consolidating (in the case of the Guarantor balance sheets for GWI and its Subsidiaries) and the combined (, in the each case of the Borrowers and their Subsidiaries) balance sheets as at the end of such fiscal year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, flow for such yearGWI and its Subsidiaries for the fiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year year, and all such consolidated statements to be in reasonable detail, detail and prepared in accordance with generally accepted accounting principlesGAAP, and certified all such consolidated statements to be audited without qualification by KPMG Peat Marwick PriceWaterhouseCoopers LLP or by other internationally recognized independent certified public accountants satisfactory to the Administrative Agentaccountants, together with (i) a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; Default and (ii) their accountants’ management letter, if any, relating to such fiscal year; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters (and not later than ninety (90) days after the end of the Obligorsfourth fiscal quarter) of the Borrowers, copies of the unaudited consolidated and consolidating (in the case of the Guarantor balance sheets for GWI and its Subsidiaries) and combined (, in the each case of the Borrowers and their Subsidiaries) balance sheets as at the end of such fiscal quarter, and the related unaudited consolidated and combined statements of income and statements of cash flow for GWI and its Subsidiaries for the portion of Obligors' the Borrowers’ fiscal year then elapsed, each setting forth in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year, and all such consolidated statements to be in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, as well as unaudited supporting schedules, aggregated in a manner consistent with management’s internal view of the business along with an explanation, if necessary, of any material change in the form of presentation from historical reporting practices, presenting the consolidating balance sheets and statements of income of GWI and its Subsidiaries, together with a certification by the principal financial or accounting officer officers of each Obligor the Borrowers that the information contained in such financial statements fairly presents present the financial position of the Obligors Borrowers and their Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety [Reserved]; (90d) days, unaudited monthly consolidated [Reserved]; (in the case of the Guarantor and its Subsidiariese) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); substantially simultaneously with the delivery of the financial statements referred to in subsections subsection (a) and subsection (b) above, a statement certified by the principal financial or accounting officer officers of each Obligor the Borrowers in substantially the form of Exhibit B hereto D (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and §11 and, in each case (if applicable), an explanation of any material change in the form of presentation or calculation from historical reporting practices; (f) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event [Reserved]; (g) no later than sixty (60) days after the beginning March 31 of each fiscal year of the ObligorsBorrowers, the annual budgets of the Borrowers and their Subsidiaries, including projected consolidated balance sheets, in a quarterly consolidated and consolidating plan and financial forecast form consistent with historical reporting practices, for the end of such fiscal year, including, without limitation, (i) forecasted year and consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries flow, in a form consistent with historical reporting practices, for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request year of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and Borrowers; (h) from time to time such other financial data and information as any Agent may reasonably request; and (including accountantsi) notice of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, management letterstaken as a whole. The Borrowers hereby acknowledge that (i) as the Administrative Agent and/or MLPF&S will make available to Lenders and the Issuing Lender materials and/or information provided by or on behalf of Borrowers hereunder (collectively, “Borrowers Materials”) by posting Borrowers Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrowers or their securities) (each, a “Public Lender”). Borrowers hereby agree (w) to use commercially reasonable efforts to clearly and conspicuously xxxx “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, all Borrowers Materials that are to be made available to Public Lenders; (x) that by marking Borrowers Materials “PUBLIC”, Borrowers shall be deemed to have authorized each Agent, the Issuing Lender and the Lenders to treat such Borrowers Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to Borrowers or their securities for purposes of United States federal and state securities laws; (y) that all Borrowers Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) that the Administrative Agent shall be entitled to treat any Lender may reasonably requestBorrowers Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver or cause to be delivered to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the ObligorsWalden, the consolidated and consolidating (in the case audited cxxxxxxdated balance sheet of the Guarantor Walden and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as Subsidxxxxxx at the end of such year, and the related audited consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income income, changes in shareholder's equity and statements of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by KPMG Peat Marwick Deloitte & Touche or by other independent certified public accountants satisfactory another "Big Six" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event Walden will deliver tx xxx Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the Administrative AgentSEC), and any other information the Banks may need to complete a financial analysis of Walden and its Subsidxxxxxx, together with a written statement from such accountants to the effect that they have read a copy of this Credit AgreementAgreement and the Guaranty, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each of the first three fiscal quarters of the ObligorsWalden, copies of the unaudited xxxxxited consolidated and consolidating (in the case balance sheet of the Guarantor Walden and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidxxxxxx as at the end of such quarter, and the related unaudited consolidated and combined statements of income income, changes in shareholder's equity and statements of cash flow flows for the portion of Obligors' the Walden's fiscal year then elapsedxxxx xxxpsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples (which may be provided by inclusion in the Form 10-Q of Walden for such periox xxxxided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of each Obligor Walden that the information inforxxxxxx contained in such financial statements fairly presents the financial position of the Obligors Walden and their Subsidiaries its Subsidxxxxxx on the date thereof (subject to year-end adjustments); ; (c) as soon as practicable, but in any event within forty-five (45) not later than 45 days after the end of each month of the first three fiscal quarters of Walden in each fiscal year year, xxxxxx of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event Walden will deliver sxxx xxpies of the Obligors or in Form 10-Q to the case Agent and each of the last month Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of Walden (including the xxxxxh fiscal quarter in each year), within ninety (90) days, unaudited monthly copies of a consolidated (in the case statement of the Guarantor Operating Cash Flow for such fiscal quarter for Walden and its Subsidiaries) and combined (in Subsidxxxxxx, prepared on a basis consistent with the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principlesstatement furnished pursuant to Section 6.4, together with a certification by the principal chief financial or chief accounting officer of each Obligor Walden that the information inforxxxxxx contained in such financial statements statement fairly presents the financial condition Operating Cash Flow of the Obligors Walden and their Subsidiaries on the date thereof its Subsidxxxxxx for such period; (subject to year-end adjustments); e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of each Obligor the general partner of the Borrower and the principal financial or accounting officer of Walden in substantially the form of Exhibit B Xxxxxit E hereto and (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60f) days after concurrently with the beginning of each fiscal year delivery of the Obligorsfinancial statements described in subsection (b) above, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows certificate signed by the President or Chief Financial Officer of the Guarantor and its Subsidiaries for such fiscal yearsole general partner of the Borrower to the effect that, having read this Agreement, and based upon an examination which they deem sufficient to enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the facts with respect thereto; (iig) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor SEC or sent to the stockholders of Walden or the Guarantorpartnerx xx xither of the Borrower; (h) as soon as practicable but in any event not later than 45 days after the end of each fiscal quarter of the Borrower (including the fourth fiscal quarter in each year), a summary rent roll with respect to the Unencumbered Operating Properties in form reasonably satisfactory to the Majority Banks; (i) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of each of the Borrower and Guarantors; (j) not later than five (5) Business Days after Walden receives noticx xx xhe same from the Rating Agency or otherwise learns of the same, notice of the issuance of any change in the rating by the Rating Agency in respect of any debt of Walden (including any xxxxxe in an Implied Rating), together with the details thereof, and of any announcement by the Rating Agency that any such rating is "under review" or that any such rating has been placed on a watch list or that any similar action has been taken by the Rating Agency (collectively a "Rating Notice"); (k) not later than forty-five (45) days after the end of each fiscal quarter of Walden (including the xxxxxh fiscal quarter in each year), a list setting forth the following information with respect to each new Subsidiary of Walden: (i) the name xxx xxructure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (l) simultaneously within the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by Walden and its Subsidxxxxxx (or in which Walden or its Subsidixxxxx owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of Walden and its Subsidxxxxxx (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of Walden and its respecxxxx Xubsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; and and (m) from time to time such other financial data and information in the possession of the Borrower, Walden or their respexxxxx Subsidiaries (including accountants, without limitation auditors' management letters, evidence of payment of taxes, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting any of such Persons) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick Xxxxxx Xxxxxxxx LLP or by other independent certified public accountants satisfactory to of nationally recognized standing, selected by the Administrative AgentGeneral Partner, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided PROVIDED that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of the ObligorsBorrower, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements or consolidating statement of income and statements consolidated statement of cash flow for the portion of Obligors' the fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable; (c) promptly upon request therefor by the Agent, but copies of all management letters of substance and other material reports of substance which are submitted to the Borrower by its independent accountants in connection with any event within forty-five (45) days after the end of each month in each fiscal year annual or interim audit of the Obligors or in the case books of the last month of each fiscal year, within ninety Borrower or its Subsidiaries made by such accountants; (90d) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the General Partner in substantially the form of Exhibit B EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; Date as well as calculations for the purpose for determining the Applicable Margin; (e) as soon as practicable and in any event no not later than sixty five (605) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorXxxxxxx Group; and and; (f) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: : (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year Fiscal Year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and consolidated statements of cash flow, flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification and without an expression of uncertainty as to the ability of the Borrower or any of its Subsidiaries to continue as going concerns, by KPMG Peat Marwick Ernst & Young LLP or by other independent certified public accountants satisfactory to the Administrative Agent, together with which shall include a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters Fiscal Quarters of the ObligorsBorrower, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrrower and its Subsidiaries) Subsidiaries and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Paperchase Companies as at the end of such quarter, and the related consolidated and combined statements of income and consolidated statements of cash flow for the portion of Obligors' the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Borrower and their its Subsidiaries and the Paperchase Companies on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and Borrower; (d) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to this Section 7.4 (to the extent any such documents are included in materials otherwise filed with the United States Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 14.6; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and each Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent, such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements, Certificates and Information. The Obligors Company will deliver to the Agent, with sufficient copies for each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsCompany, the consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) Subsidiaries and the combined (in the case consolidating balance sheet of the Borrowers Company and their Subsidiaries) its Subsidiaries (other than the consolidating balance sheets sheet of any Subsidiary of the Company which the Company's accountant does not in its reasonable discretion deem to be a material Subsidiary of the Company, unless such a Subsidiary is a Borrower), each as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified (without qualification or otherwise reasonably acceptable to the Agent; provided that such certificate may set forth qualifications to the extent such qualifications pertain solely to changes in generally accepted accounting principles from those applied during earlier accounting periods, the implementation of which changes is reflected in the financial statements accompanying such certification) by KPMG Peat Marwick Price Waterhouse LLP or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault pursuant to ss.10 hereof, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default pursuant to ss.10 hereof, they shall disclose in such statement any such Default or Event of DefaultDefault arising pursuant to ss.10 hereof; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the ObligorsCompany, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries and the unaudited consolidating balance sheet of the Company and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of Obligors' the Company's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor the Company that the information contained in such financial statements fairly presents the financial position of the Obligors Company and their its Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Company in substantially the form of Exhibit B D hereto (the "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of any of the GuarantorBorrowers; (e) by not later than thirty (30) days prior to the end of any fiscal year, the annual projections of the Borrowers for the next fiscal year, and upon the request of the Agent or any Bank, any quarterly projections of the Borrower prepared by the Borrowers for the next fiscal quarter; and and (f) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Certificates and Information. The Obligors Company will deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsCompany, the consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries and the consolidating balance sheet of the Company and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick Price Waterhouse LLP or by other independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault as it relates to any financial covenant, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; , and, together with such financial statements and accountant's certification, a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (b) commencing with the fiscal quarter ending December 31, 1997, as soon as practicable, but in any event not later than (i) forty-five (45) days after the end of each of the first three fiscal quarters of the ObligorsCompany and (ii) sixty (60) days after the end of the last fiscal quarter of the Company, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries and the unaudited consolidating balance sheet of the Company and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of Obligors' the Company's fiscal year then elapsed, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with (i) a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial position of the Company and its Subsidiaries on the date thereof (subject to year-end adjustments) and (ii) a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (c) as soon as practicable, but in any event within (i) thirty (30) days after the end of each of the first eleven (11) months in each fiscal year of the Company and (ii) sixty (60) days after the end of the last month in each fiscal year of the Company, unaudited monthly consolidated financial statements of the Company and its Subsidiaries for such month and unaudited monthly consolidating financial statements of the Company and its Subsidiaries for such month, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial position of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor Company that the information contained in such financial statements fairly presents the financial condition of the Obligors Company and their its Subsidiaries on the date thereof (subject to year-end adjustments); ; (d) commencing with the fiscal period ending December 31, 1997, simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Company in substantially the form of Exhibit B C hereto (the "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60e) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorCompany; (f) from time to time upon request of the Agent, annual projections of the Company and its Subsidiaries updating for a one year period those projections delivered to the Banks and referred to in ss.7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this ss.8.4(f); and and (g) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower and PSB will deliver or cause to be delivered to the Agent with sufficient copies for delivery to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the ObligorsPSB, the audited consolidated and consolidating (in the case balance sheet of the Guarantor PSB and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as Subsidiaries at the end of such year, and the related audited consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income income, changes in shareholder's equity and statements of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by KPMG Peat Marwick Ernst & Young or by other independent certified public accountants satisfactory another "Big Five" accounting firm, the Form 10-K filed by PSB with the SEC (unless the SEC has approved an extension, in which event PSB will deliver to the Administrative AgentAgent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), and any other information the Banks may need to complete a financial analysis of PSB and its Subsidiaries or the Borrower and its Subsidiaries, together with a written statement from such accountants to the effect that they have read a copy of this Credit AgreementAgreement and the Guaranty, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each of the first three fiscal quarters of PSB, (i) copies of Form 10-Q filed by PSB with the ObligorsSEC, or in the event that PSB is not required to file a Form 10-Q, then (ii) copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor PSB and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related unaudited consolidated and combined statements of income income, changes in shareholder's equity and statements of cash flow flows for the portion of Obligors' PSB's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor PSB that the information contained in such financial statements fairly presents the financial position of the Obligors PSB and their its Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) aboveabove and within thirty (30) days of the filing by PSB of a Form 8-K with the SEC, or the filing with the SEC of any other document amending any other filing made by PSB, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of each Obligor the Borrower and PSB in substantially the form of Exhibit B hereto and (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 ss.9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty . The Compliance Certificate shall also be accompanied by the following: (60i) days after the beginning of each fiscal year copies of the Obligors, a quarterly consolidated and consolidating plan and financial forecast statements of Net Operating Income for such fiscal yearquarter for each of the Unencumbered Borrowing Base Properties, includingprepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent. All income, without limitationexpense and value associated with Unencumbered Borrowing Base Properties disposed of during any quarter will be eliminated from calculations, where applicable; (ii) a list setting forth the following information with respect to each new Subsidiary of the Borrower or PSB (except for any Subsidiaries that are not required to become Guarantors pursuant to ss.5.2): (A) the name and structure of the Subsidiary, (iB) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows a description of the Guarantor and its Subsidiaries for property owned by such fiscal yearSubsidiary, and (iiC) such other projections information as the Agents or any Lender Agent may reasonably request; upon the request and (iii) a list of the Administrative Agent Unencumbered Borrowing Base Properties and the certification of the chief financial or any Lenderchief accounting officer of the Borrower that the Unencumbered Borrowing Base Properties comply with the terms of ss.ss.6.17, copies 6.20 and 7.13; (d) concurrently with the delivery of all compliance certificates the financial statements described in subsection (b) above, a certificate signed by the President or Chief Financial Officer of the Borrower and other reports and information required to be delivered PSB to the lenders under effect that, having read this Agreement, and based upon an examination which they deem sufficient to enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the Licensed Shoe Debt; facts with respect thereto; (e) concurrently with the delivery of the financial statement referred to in ss.7.4(a), a certification that ss.7.8 has been satisfied with respect to the Unencumbered Borrowing Base Properties; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor SEC or sent to the partners or stockholders of the GuarantorBorrower or PSB, as applicable; (g) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of each of the Borrower and PSB; (h) upon the request of Agent (which request for any particular item described in (A), (B) or (C), so long as no Event of Default has occurred, shall not be made by Agent more frequently than once each calendar year) (A) a statement (i) listing the Real Estate owned by the Borrower, PSB and their respective Subsidiaries (or in which such Person owns an interest) and stating the location thereof, the date acquired, the acquisition cost, its Net Rentable Area, its occupancy level for the quarter most recently ended, its Net Operating Income for rolling two (2) quarters, and major tenants and percentage of Net Rentable Area occupied, (ii) listing the Indebtedness of PSB and its Subsidiaries (excluding Indebtedness of the type described in ss.8.1(b)-(e)), which statement shall include, without limitation, a statement of the current outstanding amount of such Indebtedness and unfunded amounts available under any such facilities, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of PSB and its Subsidiaries which are under "development" (as used in ss.8.9) and providing a brief summary of the status of such development, (B) a summary Rent Roll with respect to the Unencumbered Borrowing Base Properties in a form reasonably satisfactory to Agent, and (C) operating statements for any and/or all Unencumbered Borrowing Base Properties; (i) upon the request of Agent following the occurrence of a material capital event affecting Borrower or PSB, projected compliance with the covenants set forth in ss.ss.7.13, 8.1, 8.2, 8.3, 8.7, 8.9 and Article 9; and and (j) from time to time such other financial data and information in the possession of the Borrower, PSB or their respective Subsidiaries (including accountants, without limitation auditors' management letters, evidence of payment of taxes, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting any of such Persons) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Credit Parties will deliver to each of the Lenders: : (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsFiscal Year, the consolidated and unaudited consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets , as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements retained earnings and consolidated and unaudited consolidating statement of cash flow, flow for such year, each setting forth in comparative form the figures for the previous fiscal year Fiscal Year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP consistently applied, and and, with respect to the consolidated financial statements, certified without qualification and without expression of uncertainty as to the ability of the Borrower and its Subsidiaries to continue as going concerns, by KPMG Peat Marwick PricewaterhouseCoopers or by other independent certified public accountants satisfactory to the Administrative Agent, together with (i) a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of nothing has come to their attention to cause them to believe that any Default or Event of Default, or, if Default has occurred or specifying those Defaults or Events of Defaults that they have become aware of (it being understood that such accountants shall have obtained knowledge audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of any then existing a Default or Event of Default they shall disclose in such statement any such Default or an Event of Default); provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge or become aware of any Default or Event of Default; and (ii) a copy of their accountants' management letter (if any) for such Fiscal Year; (b) as soon as practicable, but in any event not later than fortywithin thirty-five (4535) days after the end of each of the first three fiscal quarters of the ObligorsFiscal Month, copies of the unaudited monthly consolidated and consolidating (in the case financial statements of the Guarantor Credit Parties for such Fiscal Month (i.e., the consolidated and its Subsidiaries) and combined (in the case consolidating balance sheet of the Borrowers and their Subsidiaries) balance sheets Credit Parties, as at the end of such quarterFiscal Month, and the related consolidated and combined consolidating statements of income and statements retained earnings and consolidated and consolidating statement of cash flow for such month) and the portion unaudited consolidated and consolidating financial statements of Obligors' fiscal year then elapsedthe Credit Parties for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Month, all in reasonable detail and each, prepared in accordance with generally accepted accounting principlesGAAP consistently applied, together with a certification by the principal financial or accounting officer officer(s) of each Obligor the Borrower that the information contained in such financial statements fairly presents in all material respects the financial position condition of the Obligors and their Subsidiaries Credit Parties (as a whole) on the date thereof (subject to year-end adjustments); ; (c) as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor Fiscal Quarter and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the audited financial statements referred to in subsections paragraph (a) and (b) above, a statement certified by the principal chief financial officer or accounting officer cash manager of each Obligor the Borrower in substantially the form of Exhibit B hereto and (a "Compliance Certificate") (i) setting forth in reasonable detail (A) the average Excess Availability and Total Outstandings for such Fiscal Quarter and (B) computations evidencing compliance with the covenants contained in ss.10 9 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; Date and (ii) stating that such officer has caused this Credit Agreement and the other Loan Documents to be reviewed and has no knowledge of any Default or Event of Default during such fiscal quarter or at the end of such year, or if such officer has such knowledge, specifying each Default or Event of Default and the nature thereof; (d) as soon as practicable available and in any event no later than sixty within fifteen (6015) days after the beginning end of each fiscal year calendar month, (i) a Collateral Update Certificate, (ii) an Accounts receivable aging report, (iii) a summary of inventory by type and location, and (v) such other information relating to the Collateral as the Administrative Agent shall reasonably request, in each case, accompanied by such supporting detail and documentation as the Administrative Agent shall reasonably request; (e) as soon as available and in any event no later than 1:00 p.m. (Boston time) on Wednesday of each week (or, if such Wednesday is not a Business Day, on Thursday of such week) (or with greater frequency as the Administrative Agent may request), (i) an Excess Availability Report, (ii) the Borrowing Base Report delivered by Borrower to the Senior Credit Facility Agent, together with all supporting information delivered to the Senior Credit Facility Agent, if any, and (iii) an accounts receivable aging report; provided that, from and after March 1, 2006, so long as (A) the Borrower has demonstrated Consolidated EBITDA as of the Obligorsend of the most recently ended Fiscal Quarter (for the period of four Fiscal Quarters then ending) of at least $35,000,000, and (B) Excess Availability is not less than $50,000,000, the Borrower shall be entitled to deliver such Borrowing Base Report and accounts receivable aging report not later than 1:00 p.m. (Boston time) on the fifteenth (15th) day of each month, with such Borrowing Base Report to be calculated as of the last Business Day of the preceding month (it being understood that, in the event that either of the conditions set forth in clauses (A) and (B) of this proviso are not satisfied, the Borrower shall be required to deliver weekly Borrowing Base Reports and accounts receivable aging reports); (f) as soon as available and in any event no later than five (5) Business Days after the last day of each Fiscal Quarter (or with greater frequency to the extent required under the terms of the Subordinated Debt Documents), an Indenture Borrowing Base Report as of the last day of such Fiscal Quarter; (g) not later than June 1 of each Fiscal Year, updated projections for the Credit Parties for the following Fiscal Year on a quarterly monthly basis (such projections to include consolidated balance sheets, consolidated statements of cash flows, and consolidated and consolidating plan income statements, in each case prepared on a month-by-month basis); (h) promptly after the sending or filing thereof, copies of all reports and financial forecast for such fiscal yearregistration statements which any Credit Party files with the Securities and Exchange Commission or any national securities exchange (including, without limitation, all 10-K, 10-Q and 8-K reports); (i) promptly after delivery or receipt thereof, copies of all notices and other communications delivered or received by any of the Credit Parties in connection with the Subordinated Debt Documents; (j) promptly after delivery or receipt thereof, copies of all notices and other communication delivered or received by any of the Credit Facilities in connection with the Senior Credit Facility Loan, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows concurrently with delivery of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as same to the Agents or any Lender may request; upon Senior Credit Facility Agent and/or the request of lenders under the Administrative Agent or any LenderSenior Credit Facility Loan Agreement, copies of all compliance certificates Loan Requests (as defined in the Senior Credit Facility Loan Agreement), and all other reports and information required to be delivered relative to the lenders under Collateral delivered by Borrower and the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent other Credit Parties pursuant to the stockholders of the GuarantorSenior Credit Facility Loan Documents; and and (k) from time to time such other financial data and information (including accountants, ' management letters) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety (90) 100 days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, year and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, flows and operations for such fiscal year, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, GAAP and certified without qualification by KPMG Peat Marwick Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the Administrative AgentAgent (the “Accountants”). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the ObligorsBorrower (commencing with the fiscal quarter ending September 30, 2024), copies of the unaudited consolidated balance sheet and consolidating (in the case related consolidated statements of operations and cash flows of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow for the portion of Obligors' fiscal year then elapsedsubject to year-end adjustments, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of each Obligor the Borrower (the “CFO” or the “CAO”) that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position of the Obligors Borrower and their its Subsidiaries as at the close of business on the date thereof (and their results of operations and cash flows for the period then ended, subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after adjustments and the end exclusion of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.detailed footnotes;

Financial Statements, Certificates and Information. The Obligors Company will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety one hundred (90100) days after the end of each fiscal year of the ObligorsCompany, the consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in statement of earnings and the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements consolidated statement of cash flowflows, for such year, with each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without qualification (except as to changes in GAAP with which such accountants concur) and without an expression of uncertainty as to the ability of the Company or any of its Subsidiaries to continue as going concerns by KPMG Peat Marwick LLP or by other independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the ObligorsPage 82 Company, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such quarter, and the related consolidated and combined statements consolidating statement of income earnings and statements the consolidated statement of cash flow flows for the portion of Obligors' the Company's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer certificate of each Obligor that the information contained in such financial statements fairly presents the financial position any Authorized Financial Officer of the Obligors and their Subsidiaries on the date thereof (Company that, subject to changes resulting from audit and year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition and results of operations of the Obligors Company and their its Subsidiaries on for the date thereof periods covered; (subject to year-end adjustments); c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement statement, in the form attached hereto as Exhibit E (a "Compliance Certificate"), certified by any Authorized Financial Officer of the principal financial or accounting officer Company that the Company is in compliance with the covenants contained in 9, 10 and 11 as of each Obligor in substantially the form end of Exhibit B hereto the applicable period and setting forth in reasonable detail computations evidencing such compliance with the financial covenants contained set forth in ss.10 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material other financial statements and reports as the Company shall send to any holders of a financial nature filed Indebtedness of the Company or the stockholders of the Company, and copies of all regular and periodic reports which the Company may be required to file with the Securities and Exchange Commission by or any similar or corresponding federal or state governmental commission, department or agency substituted therefor; (e) (i) within fifteen (15) Business Days after the Guarantor or sent end of each of the first three fiscal quarters of each year, a net accounts receivable aging report with respect to the stockholders "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the GuarantorCompany and the Restricted Subsidiaries which are included in the Collateral, (ii) within fifteen (15) Business Days after the end of the fourth fiscal quarter of each year, a gross accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries which are included in the Collateral, and (iii) within thirty (30) Business Days after the end of the fourth fiscal quarter of each year, a net accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries which are included in the Collateral; (f) (i) within fifteen (15) Business Days after the end of the first three fiscal quarters of each year, an inventory designation report in form and substance reasonably satisfactory to the Agent, and (ii) within thirty (30) Business Days after the end of the fourth fiscal quarter of each year, an inventory designation report in form and substance reasonably satisfactory to the Agent; (g) within fifteen (15) Business Days after the end of each fiscal quarter, a report as to the Foreign Scheduled Facilities and outstandings thereunder by facility and in form and substance reasonably satisfactory to the Agent; (h) as soon as practicable, but in any event not later than sixty (60) days after the end of each fiscal year, the budget of the Company for the next fiscal year, and from time to time upon the reasonable request of the Agent, projections of the Company and its Subsidiaries updating those projections delivered to the Banks and referred to in 8.8.3 or, if applicable, updating any later such projections delivered in response to this 9.5(h); and and (i) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: : (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flow for such year, each setting forth in comparative form the figures for the previous fiscal year and the projections for such fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory and without an expression of uncertainty as to the Administrative Agentability of the Borrower or any of its Subsidiaries to continue as going concerns, by the Accountants, together with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants Accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; , such financial statements to be accompanied by the certificate required by Section 4.3.2; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the ObligorsBorrower, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow for the portion of Obligors' the Borrower's fiscal year then elapsed, each setting forth in comparative form the figures for the corresponding fiscal quarter from the prior fiscal year and the projections for such fiscal quarter all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to year-end adjustments); ; (c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) daysBorrower, unaudited monthly consolidated (in the case financial statements of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements Subsidiaries for such month prepared in accordance with generally accepted accounting principlesGAAP, each setting forth in comparative form the figures for the corresponding fiscal month from the prior fiscal year and the projections for such fiscal month together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial condition of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to year-end adjustments); ; (d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower and its Subsidiaries sales and Consolidated EBITDA statements on an individual Store-by-Store basis for each Store operated by the Borrower or any of its Subsidiaries, each setting forth in comparative form the figures for the corresponding fiscal quarter from the prior fiscal year and the projections for such fiscal quarter, such statements to be in a form satisfactory to the Required Lenders; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Borrower in substantially the form of Exhibit B D hereto (a "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60f) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrower; (g) within forty-five (45) days after the beginning of each fiscal year of the Borrower and from time to time upon request of the Administrative Agent (but not more frequently than annually so long as no Default or Event of Default is continuing), projections of the Borrower and its Subsidiaries broken down for the next fiscal year on a month by month and quarter by quarter basis updating those projections and budgets delivered to the Lenders and referred to in Section 8.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 9.4(g); (h) all information sent to the directors of the Borrower regarding the opening of new Stores; (i) all notices and other information sent to any holder of Subordinated Debt, in its capacity as such; and and (j) from time to time such other financial data and information (including accountants, ' management letters) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheets of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory with respect to the Administrative Agentconsolidated financial statements, together with a written statement from such accountants to certified by the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; Accountants; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the first three fiscal quarters of the ObligorsBorrower, copies of the unaudited consolidated and consolidating (in the case balance sheets and statement of operations of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, subject to year end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrower (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Obligors Borrower and their its Subsidiaries as at the close of business on the date thereof and the results of operations for the period then ended; (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B D hereto (the "Compliance Certificate") certified by the CFO that the Borrower is in compliance with the covenants contained in Sections 6, 7 and 8 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrower shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with the covenants contained in ss.10 respect thereto and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year a certificate of the ObligorsBorrower's Chief Operating Officer in the form attached hereto as Exhibit E with respect to environmental matters; (d) following the delivery thereof to, a quarterly consolidated and consolidating plan and financial forecast for such fiscal yearapproval by, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements the board of income and cash flows directors of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any LenderBorrower, copies of all compliance certificates the annual budget and other reports and business plan concerning the Borrower in substantially the same form in which such information required to be delivered is supplied to the lenders under board of directors of the Licensed Shoe Debt; Borrower; (e) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrower; and and (f) from time to time time, such other financial data and other information (including accountants, ' management letters) as the Administrative Agent or any Lender Banks may reasonably request. The Borrower hereby authorizes the Banks to disclose any information obtained pursuant to this Credit Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Obligors Borrower will -------------------------------------------------- deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick Ernst & Young LLP or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect (i) that they have read a copy of this Credit Agreement, and (ii) that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under ss.ss.9 or 10 hereof, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultDefault and (iii) that, based upon certain agreed upon procedures, they have reviewed the most recent Borrowing Base Report of the Borrower and the calculations of the Borrowing Base made by the Borrower in preparing such Borrowing Base Report and have determined that such Borrowing Base Report and calculations are accurate in all material respects, or if such accountants have obtained knowledge of any inaccuracy, they shall disclose in such statement any such inaccuracy; provided that -------- such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the first three fiscal quarters of the Obligors, Borrower (i) copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such fiscal quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow for the portion of Obligors' Borrower's fiscal year then elapsed, each setting forth in comparative form (A) the figures from the previous fiscal year and (B) the Borrower's annual budget delivered pursuant to ss.8.4(h) hereof, broken down by resort and all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof and for the period then elapsed (subject to year-end adjustments); ; (c) as soon as practicable, but in any event within fortynot later than twenty-five (4525) days after the end of each month in fiscal month, (i) copies of the Borrower's internal monthly management report which shall include unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries (done by resort), each as at the end of such fiscal month, and the related consolidated statement of income and consolidating statement of income (done by resort) for the portion of the Borrower's fiscal year of then elapsed, each (except for the Obligors or consolidating statements) setting forth in comparative form (A) the case of figures from the last month of each previous fiscal yearyear and (B) the Borrower's annual budget delivered pursuant to ss.8.4(h) hereof, within ninety (90) days, unaudited monthly consolidated (broken down by resort and all in the case of the Guarantor reasonable detail and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof ; (subject to year-end adjustments); d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement certified by the principal financial or accounting officer of each Obligor the Borrower in substantially the form of Exhibit B E hereto and setting forth in reasonable detail computations evidencing compliance with each of the covenants contained set forth in ss.10 hereof), and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; , and certifying that no Default or Event of Default exists as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligorsdate of such certificate, or if a quarterly consolidated Default or Event of Default does exist specifying the nature and consolidating plan and financial forecast for such fiscal year, including, without limitation, proposed remedy thereof; (ie) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and from Borrower; (f) within three Business Days after the fifteenth (15th) day of each calendar month, or at such earlier time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month or other date so requested by the Agent, provided that immediately prior to the occurrence of a sale or other -------- disposition of assets permitted by ss.

Financial Statements, Certificates and Information. The Obligors Company will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the ObligorsCompany, the consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by KPMG Peat Marwick Coopers & Lybrxxx XXX or by other independent certified public accountants auditors selected by the Company and reasonably satisfactory to the Administrative AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Company shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the ObligorsCompany, copies of the unaudited consolidated balance sheet and consolidating (in the case statement of operations of the Guarantor Company and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of each Obligor the Company (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Obligors Company and their its Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor certificate in substantially the form of Exhibit B I hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Company's corporate treasurer, stating that the Company and setting forth its Subsidiaries are in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section Section 8, 9 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; 10 hereof as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows end of the Guarantor applicable period and its Subsidiaries for setting forth in 73 -67- reasonable detail computations evidencing such fiscal yearcompliance with respect to the covenants contained in Section Section 9.1(e), 9.3, 9.4, 9.5, and (ii) 10 hereof and that no Default or Event of Default exists, provided that if the Company shall at the time of issuance of such Compliance Certificate or at any other projections as time obtain knowledge of any Default or Event of Default, the Agents Company shall include in such certificate or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered otherwise deliver forthwith to the lenders under Banks a certificate specifying the Licensed Shoe Debt; nature and period of existence thereof and what action the Company proposes to take with respect thereto; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the Company's and its Subsidiaries' stockholders of the Guarantorgenerally; and and (e) from time to time such other financial data and other information (including accountants, management letters) as the Administrative Agent or any Lender Banks may reasonably request. The Borrowers hereby authorize each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: : (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification and without an expression of uncertainty as to the ability of the Borrower or any of its Subsidiaries to continue as going concerns, by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default. Notwithstanding any of the foregoing, the Borrower may satisfy its obligation to deliver the foregoing financial information by delivering copies of the Borrower’s annual report on Form 10-K in respect of such fiscal year, together with the financial statements required to be attached thereto; provided, that (x) the Borrower is required to file such annual report on Form 10-K with the SEC, (y) such filing is actually made and (z) such annual report and financial statements are delivered within ninety (90) days after the end of each fiscal year of the Borrower and are otherwise in compliance with this §8.4(a); (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the ObligorsBorrower, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow flows for the portion of Obligors' the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to year-end adjustments). Notwithstanding any of the foregoing, the Borrower may satisfy its obligation to deliver the foregoing financial information by delivering copies of the Borrower’s quarterly report on Form 10-Q in respect of such fiscal year, together with the financial statements required to be attached thereto; provided, that (x) the Borrower is required to file such quarterly report on Form 10-Q with the SEC, (y) such filing is actually made and (z) such quarterly report and financial statements are delivered within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the Borrower and are otherwise in compliance with this §8.4(b); (c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) daysBorrower, unaudited monthly consolidated (in the case financial statements of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements Subsidiaries for such month setting forth in comparative form the figures from the actual historical figures for the previous year and a comparison setting forth the corresponding figures from the projected figures set forth in the projections described in §8.4(g) for such period, prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial condition of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to quarter-end and year-end adjustments); ; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and Compliance Certificate; (if applicablee) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrower generally; (f) projections of the Borrower and its Subsidiaries updating those projections delivered to the Lenders and referred to in §7.4.3 and if applicable, updating any later such projections delivered in response to a request pursuant to this §8.4(f); (g) a twelve-month forecast, including the consolidated balance sheet of the Borrower and its Subsidiaries and related consolidated statements of income and cash flow, to be delivered to the Lenders prior to January 15 of each fiscal year of the Borrower; (h) not less than once during any twelve-month period, account numbers and location of all material bank accounts of the Borrower or any of its Restricted Subsidiaries (as reasonably determined by the Borrower) not otherwise listed on Schedule 7.21; and and (i) concurrently with the financial statements delivered pursuant to clause (c) hereof, account receivable agings reports; (j) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by KPMG Peat Marwick PricewaterhouseCoopers LLP or Arthxx Xxxexxxx XXX or by other independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the Administrative AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the ObligorsBorrower, copies of the unaudited consolidated balance sheet and consolidating (in the case statement of operations of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of each Obligor the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Obligors Borrower and their its Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor certificate in substantially the form of Exhibit B F hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Sections 8, 9 and 10 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the ObligorsSections 9.1(d), a quarterly consolidated and consolidating plan and financial forecast for such fiscal year9.3, including9.4, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year9.5, and (ii) 10 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other projections as time obtain knowledge of any Default or Event of Default, the Agents Borrower shall include in such certificate or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered otherwise deliver forthwith to the lenders under Banks a certificate specifying the Licensed Shoe Debt; nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the Borrower's and its Subsidiaries' stockholders of the Guarantorgenerally; and and (e) from time to time such other financial data and other information (including accountants, management letters) as the Administrative Agent or any Lender Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Obligors Company will deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsCompany, the consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) Subsidiaries and the combined (in the case consolidating balance sheet of the Borrowers Company and their Subsidiaries) balance sheets its Subsidiaries (with any reference to consolidating statements of Subsidiaries in this ss.8.4 to mean that term as applied to the accounts and financial statements, as applicable, of business lines, which is presented in a format approved by the Agent), each as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flow and consolidating statement of income for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick PricewaterhouseCoopers LLP or by other independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault as it relates to any financial covenant, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; , and, together with such financial statements and accountant's certification, a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (b) as soon as practicable, but in any event not later than (i) forty-five (45) days after the end of each of the first three fiscal quarters of the ObligorsCompany commencing with the fiscal quarter ending March 31, 1999 and (ii) sixty (60) days after the end of the last fiscal quarter of the Company, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Company and each of its Subsidiaries and, commencing with the fiscal quarter ending June 30, 1999, the unaudited consolidating balance sheet of the Company and each of its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow and, commencing with the fiscal quarter ending June 30, 1999, consolidating statement of income for the portion of Obligors' the Company's fiscal year then elapsed, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with (i) a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial position of the Company and its Subsidiaries on the date thereof (subject to year-end adjustments) and (ii) a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (c) commencing March 31, 1999, as soon as practicable, but in any event within (i) forty-five (45) days after the end of the first month to occur after the Closing Date, (ii) thereafter, thirty (30) days after the end of each of the first two (2) months in each fiscal quarter of the Company, (iii) forty-five (45) days after the end of the last month in each fiscal quarter, other than the last month of any year, and (iv) sixty (60) days after the end of the last month in each fiscal year of the Company, unaudited monthly consolidated financial statements of the Company and its Subsidiaries for such month and unaudited monthly consolidating financial statements of the Company and its Subsidiaries for such month, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial position of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor Company that the information contained in such financial statements fairly presents the financial condition of the Obligors Company and their its Subsidiaries on the date thereof (subject to year-end adjustments); ; (d) simultaneously with the delivery of the financial statements referred to in subsections (a), (b) and (bc) above, a statement certified by the principal financial or accounting officer of each Obligor the Company in substantially the form of Exhibit B D hereto (the "Compliance Certificate") and setting forth (i) in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, Date and (ii) for any fiscal quarter occurring after December 31, 2002, any Excluded 2002 Expense made in such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; fiscal quarter; (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; Company; (f) from time to time upon request of the Agent, annual projections of the Company and its Subsidiaries updating for a one year period those projections delivered to the Banks and referred to in ss.7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this ss.8.4(f); (g) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender Bank may reasonably request; and (h) not later than the beginning of each fiscal year of the Borrowers and their Subsidiaries, the annual budget of the Borrowers and their Subsidiaries for such fiscal year (prepared on a monthly basis); (i) within twenty (20) days at the end of each calendar month or at such earlier time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month or other date so requested by the Agent; (j) within twenty (20) days after the end of each calendar month, an Accounts Receivable Aging report; (k) by not later than the 15th and 30th day of each calendar month, the Company's cash flow forecast for each such week in which such date occurs and the immediately succeeding next 12-week period; (l) as soon as practicable, but in any event not later than thirty (30) days after the end of each of the March 31, 2002 and September 30, 2002 fiscal quarters, a certificate from the principal financial or accounting officer certifying that the Borrowers are in compliance with the covenants contained in ss.10 hereof for such fiscal quarter; (m) within five (5) days after the last day of each calendar month, commencing with the first such date to occur after December 31, 2002, a statement certified by the principal financial or accounting officer of the Company setting forth any Incurred Excluded 2002 Expenses incurred in such month; and (n) on February 15, 2003, a statement certified by the principal financial or accounting officer of the Company setting forth the Borrowers' Adjusted Consolidated Cash Flow (including all Budgeted Expenses and those Budgeted Expenses which constitute Included 2002 Expenses and Excluded 2002 Expenses), together with reasonably detailed computations evidencing such results.

Financial Statements, Certificates and Information. The Obligors Borrowers will deliver to the Administrative Agent and each of the Lenders: Lenders the following: (a) as soon as practicable, but but, in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsBorrowers, the consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and the combined (in the case balance sheets of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flowoperations, for such year, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and Certified by the Accountants. In addition, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory simultaneously therewith, the Borrowers will use their best efforts to provide the Administrative Agent, together Lenders with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in §9 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of such Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided provided, that such accountants Accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of the first three fiscal quarters of the ObligorsBorrowers, copies of the unaudited consolidated balance sheets and consolidating (in the case statement of the Guarantor and its Subsidiaries) and combined (in the case operations of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, subject to year end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP with a certification by the principal financial or accounting officer of each Obligor the Borrowers (the “CFO”) that the information contained in such consolidated financial statements were prepared in accordance with GAAP and fairly presents present the consolidated financial position of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case condition of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by Subsidiaries as at the principal financial or accounting officer close of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries business on the date thereof and the results of operations for the period then ended; (subject to year-end adjustments); c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B C hereto (the “Compliance Certificate”) certified by the CFO that the Borrowers are in compliance with the covenants contained in §0, §0 and §9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that, if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers will include in such Compliance Certificate or otherwise deliver forthwith to the Lenders a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and attaching, in the covenants contained in ss.10 and (if applicable) reconciliations event such Default or Event of Default relates to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the ObligorsEnvironmental Matters, a quarterly consolidated and consolidating plan and financial forecast for such fiscal yearcertificate in the form attached hereto as Exhibit D (the “Environmental Compliance Certificate”); (d) contemporaneously with, includingor promptly following, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorParent or any of the Borrowers to the extent the same are not available on XXXXX; (e) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, copies of the Borrowers’ revenue, EBITDA and pre-tax reports, all in reasonable detail and prepared in accordance with GAAP; (f) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of each fiscal year of the Borrowers and the Excluded Subsidiaries, a copy of the annual budget, projections and business plan for the Borrowers and the Excluded Subsidiaries for such fiscal year; and and (g) from time to time such other financial data and other information (including accountants, ’ management letters) as the Administrative Agent or any Lender Lenders may reasonably request. The Borrowers hereby authorize the Lenders to disclose any information obtained pursuant to this Credit Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Lenders shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Lenders of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: : (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the ObligorsBorrower, the audited consolidated and consolidating (in the case balance sheet of the Guarantor and its Subsidiaries) Borrower and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as Guarantors at the end of such year, and the related audited consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income earnings and statements of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without qualification accompanied by KPMG Peat Marwick or an unqualified independent auditor's report by other independent certified public accountants accountant reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination audit necessary to said certificationauditor's report, they have obtained no knowledge of any Default or Event of DefaultDefault under ss. 9.1, 9.3, 9.5, 10.1, 10.3, 10.4 or 10.6 hereof, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Agent for failure to obtain knowledge of any Default or Event of Default in recognition that the audit of the Borrower by the accountant is not directed primarily toward obtaining knowledge of such noncompliance; and further provided that prior to any Event of Default; , and notwithstanding anything in this Section 8.4(a) to the contrary, the foregoing items with respect to Insured I, Insured II and TCR-Pinehurst may be prepared and delivered by the chief financial officers of their respective general partners and need not be audited by any other party; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three (3) fiscal quarters of the ObligorsBorrower, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Guarantors as at the end of such quarter, and the related unaudited consolidated and combined statements of income earnings and statements of cash flow flows for the portion of Obligors' the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Borrower and their Subsidiaries the Guarantors on the date thereof (subject to year-end adjustments); ; (c) as soon as practicable, but in any event within forty-five not later than fifty (4550) days after the end of each month in each fiscal year of the Obligors or in the case fiscal quarters of the last month of each fiscal yearBorrower, within ninety (90) days, unaudited monthly consolidated (in the case copies of the Guarantor and its Subsidiaries) and combined (in the case statements of operating cash flow for such fiscal quarter for each of the Borrowers Mortgaged Properties, and their Subsidiaries) financial to the extent required to be delivered or actually delivered to the Borrower or any of the Guarantors, such statements for such month the Other Real Property, and all entities owning the Other Real Property, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the applicable entity that the information contained in such financial statements is true and accurate in all material respects and fairly presents the financial condition operating cash flow results relating to the operations of each of the Obligors and their Subsidiaries on the date thereof Mortgaged Properties. (subject to year-end adjustments); d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by Compliance Certificate; (e) prior to the principal financial or accounting officer end of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance calendar year, with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year respect all of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal yearMortgaged Property, and (ii) such other projections as to the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information extent required to be delivered or actually delivered to the lenders under Borrower or any of the Licensed Shoe Debt; Guarantors, such statements for projected operating budgets including planned capital expenditures, in form and substance satisfactory to the Agent; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and Borrower or any of the Guarantors; (g) from time to time such other financial data and information (including accountants, ' management letters) as the Administrative Agent or any Lender may reasonably request; and (h) on a semi-annual basis commencing on the Effective Date, updated Lease Summaries.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the ObligorsBorrower, the audited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as Subsidiaries at the end of such year, and the related audited consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income income, changes in shareholder's equity and statements of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by KPMG Peat Marwick Xxxxxx Xxxxxxxx LLP or by other independent certified public accountants satisfactory another "Big Six" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Borrower will deliver to the Administrative AgentAgent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), together and any other information the Banks may need to complete a financial analysis of the Borrower and its Subsidiaries. At any time that the Agent has reasonable grounds to request the same (including, without limitation, at any time that the Compliance Certificate indicates that the Borrower is at or near minimum compliance with the financial covenants contained in this Agreement), the Agent may require that such report be accompanied by a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to for said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the first three Borrower (including the fourth fiscal quarters of the Obligorsquarter in each year), copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related unaudited consolidated and combined statements of income income, changes in shareholder's equity and statements of cash flow flows for the portion of Obligors' the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples (which may be provided by inclusion in the Form 10-Q of the Borrower for such period provided pursuant to subsection (c) below), together with a certification by an Authorized Officer of the principal financial or accounting officer of each Obligor Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to year-end adjustments); ; (c) as soon as practicable, but in any event within forty-five (45) not later than 45 days after the end of each month fiscal quarter of the Borrower (excluding the fourth fiscal quarter in each fiscal year year), copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Borrower will deliver such copies of the Obligors or in Form 10-Q to the case Agent and each of the last month Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than 45 days after the end of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case quarter of the Guarantor Borrower (including the fourth fiscal quarter in each year), copies of a consolidated statement of the Funds from Operations for such fiscal quarter for the Borrower and its SubsidiariesSubsidiaries and the Net Operating Income and Operating Cash Flow for the Real Estate and year-to-date in form and substance satisfactory to Agent, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by an Authorized Officer of the principal financial or accounting officer of each Obligor Borrower that the information contained in such financial statements statement fairly presents the financial condition Funds from Operations of the Obligors Borrower and their its Subsidiaries on and the date thereof Net Operating Income and Operating Cash Flow for the Real Estate for such period; (subject to year-end adjustments); e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, and within thirty (30) days of the filing with the SEC of a Form 8-K or any other document amending any other filing previously made by the Borrower which could reasonably be expected to have a materially adverse effect on the Borrower, a statement (a "Compliance Certificate") certified by an Authorized Officer of the principal financial or accounting officer of each Obligor Borrower and the Guarantor in substantially the form of Exhibit B EXHIBIT D hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60f) days after concurrently with the beginning of each fiscal year delivery of the Obligorsfinancial statements described in subsections (b) and (c) above, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows certificate signed by an Authorized Officer of the Guarantor and its Subsidiaries for such fiscal yearBorrower to the effect that, having read this Agreement, and based upon an examination which they deem sufficient to enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the facts with respect thereto; (iig) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor SEC or sent to the stockholders of the GuarantorBorrower; (h) upon request of the Agent, but in any event not later than 30 days after receipt of notice of such request from the Agent, updated Rent Rolls with respect to the Real Estate, a summary of each Rent Roll in form reasonably satisfactory to the Agent, and a leasing activity report with respect to the Real Estate setting forth the Borrower's efforts to market and lease the then unleased space in the Real Estate and the results of such efforts; (i) simultaneously within the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower and its Subsidiaries (or in which Borrower or its Subsidiaries owns an interest) and stating the owner thereof, the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or Non-recourse, and (iii) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; (j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax return and amendments thereto of the Borrower; and and (k) from time to time such other financial data and information in the possession of the Borrower or the Guarantor (including accountantswithout limitation separate financial statements for the Guarantor, auditors' management letters, evidence of payment of taxes, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or the Guarantor) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver furnish to each of the Lenders: as Bank: 3.3.1 As soon as practicableavailable, but in any event not later than ninety within twenty (9020) days after the end of each fiscal year of the Obligors, the quarter: (1) consolidated and consolidating (in the case statements of cash flows of the Guarantor Borrower for such quarter; (2) consolidated and its Subsidiaries) and the combined (in the case consolidating income statements of the Borrowers Borrower for such quarter; and their Subsidiaries(3) consolidated and consolidating balance sheets for the Borrower as of the end of such quarter -all in reasonable detail, and certified by the president or chief financial officer of the Borrower to be true and complete; 3.3.2 As soon as available following the end of each fiscal quarter, a copy of the Borrower’s (a) form 10-Q as filed with the United States Securities and Exchange Commission, and (b) completed form FAS-123 vesting schedule. 3.3.3 As soon as available and in any event within one hundred twenty (120) days after the last day of each fiscal year, complete unqualified financial statements to be audited by a certified public accountant of recognized standing selected by the Borrower and reasonably satisfactory to the Bank, covering the operations of the Borrower for such fiscal year and containing consolidated and consolidating statements of earnings and of retained earnings and paid-in surplus for such year, consolidated and consolidating statements of cash flow, and consolidated and consolidating balance sheets and income statements as at the close of such year, each accompanied by (a) statements in comparative form for the preceding fiscal year, (b) all appropriate schedules and disclosures, (c) a certification of the Borrower’s president or chief financial officer that such financial statements fairly represent the Borrower’s financial condition at the end of such year, period and the related consolidated results of its operations during such period; and consolidating (d) a certificate of the president or chief financial officer of the Borrower stating that the Borrower is not in Default in the case observance or performance of any of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy provisions of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, Agreement or, if the Borrower will be so in default, specifying all such accountants shall Defaults and events of which he may have obtained knowledge knowledge; such certificate will include supporting calculations for the determination of any then existing Default or Event of Default they shall disclose compliance with the financial covenant set forth in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; as Section 3.16 hereof; 3.3.4 As soon as practicableavailable, but in and provided any event not later than forty-five principal is outstanding or an Advance is requested under the Revolving Line of Credit Loan, within twenty (4520) days after the end of each of the first three fiscal quarters of the Obligorsmonth, copies of the unaudited consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets a Borrowing Base Certificate. Each Borrowing Base Certificate shall be effective only as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow for the portion of Obligors' fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that Bank (and with such revisions, if any, as the information contained in Bank may require as a condition to such financial statements fairly presents the financial position of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustmentsacceptance); as ; 3.3.5 As soon as practicable, available but in any event within forty-five twenty (4520) days after the end of each month quarter (and contemporaneous with the delivery of any Borrowing Base Certificate in connection with a requested Advance under the Revolving Line of Credit Loan) and in such form and detail as shall be satisfactory to the Bank, an aging, as of the end of such quarter, of (a) all Qualified Accounts and other accounts of the Borrower including a breakout of ineligible accounts, and (b) all accounts payable in each fiscal year case certified by the president or chief financial officer of the Obligors Borrower to be complete and correct; 3.3.6 As soon as available, but in any event within twenty (20) days after the end of each quarter (and contemporaneous with the delivery of any Borrowing Base Certificate in connection with a requested Advance under the Revolving Line of Credit Loan) and in such form and detail as shall be satisfactory to the Bank, a listing, as of the end of such quarter, of all Qualified Inventory and other inventory (raw materials and finished goods) of the Borrower certified by the president or chief financial officer of the Borrower to be complete and correct; 3.3.7 Such additional information as the Bank reasonably requires concerning the Borrower in order to enable the Bank to determine whether the provisions of this Agreement have been complied with by the Borrower; 3.3.8 Promptly after the commencement thereof, notice of each action, suit or proceeding by or before any Governmental Authority affecting the Borrower which could (singly or in the case aggregate) be reasonably expected to have a Material Adverse Effect; 3.3.9 Promptly after receipt, a copy of all audits or reports submitted to the Borrower by independent public accountants in connection with any annual, special or interim audits of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case books of the Guarantor Borrower and its Subsidiaries) and combined (in any letter of comments directed by such accountants to the case management of the Borrowers Borrower; 3.3.10 As soon as possible and their Subsidiariesin any event within twenty (20) days after the Borrower knows or has reason to know that any event which would constitute a reportable event under ERISA with respect to any employee pension or other benefit plan subject to ERISA has occurred, or that the PBGC or the Borrower has instituted or will institute proceedings to terminate such plan, a certificate of the controller or chief financial statements for officer of the Borrower setting forth details as to such month prepared in accordance reportable event and the action which the Borrower proposes to take with generally accepted accounting principlesrespect thereto, together with a certification copy of any notice of such reportable event which may be required to be filed with the PBGC, or any notice delivered by the principal financial PBGC evidencing its intent to institute such proceedings, or accounting officer of each Obligor any notice to the PBGC that the information contained in such financial statements fairly presents plan is to be terminated, as the financial condition case may be; 3.3.11 Promptly after any change of the Obligors Borrower’s independent public accountants, notification thereof and their Subsidiaries on such further information as the date thereof (subject Bank may reasonably request concerning the resignation, refusal to year-end adjustments); simultaneously with the delivery stand for reappointment after completion of the financial statements referred to in subsections current audit or dismissal of such accountants; 3.3.12 Promptly after the Borrower has knowledge thereof, written notice of: (a) and termination or revocation of any Permit necessary for the conduct of the business of the Borrower or the ownership or operation of any of its assets or property, but only if the same could have a Material Adverse Effect; (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance any material controversy with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year employees of the Obligors, Borrower or with any labor organization which could give rise to any claim against the Borrower and which could be reasonably expected to have a quarterly consolidated Material Adverse Effect on the Borrower’s business; and/or (c) any other development which has had or could be reasonably expected to have a Material Adverse Effect; and 3.3.13 Such additional information and consolidating plan and financial forecast for such fiscal yearreports concerning the Borrower, including, without limitationbut not limited to, (i) forecasted consolidated reports concerning Collateral, in the Borrower’s possession or that the Borrower has access to, as the Bank reasonably requests, all in form and consolidating balance sheets and forecasted consolidated and consolidating statements detail reasonably acceptable to the Bank. The Bank also reserves the right in its sole discretion to increase the frequency of income and cash flows each of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably requestreporting requirements set forth in this Section 3.3.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Bank: (a) as soon as practicable, but in any event not later than ninety one hundred and twenty (90120) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case Financials of the Guarantor Borrower and its Subsidiaries) Guarantors, on a consolidated basis, and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as at the end of Form 10K Report for such fiscal year, and the related consolidated and consolidating certified (in the case of the Guarantor and its Subsidiariesas to such Financials) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick or by other independent a firm of certified public accountants chosen by the Borrower and satisfactory to the Administrative AgentBank, together with a written statement from such accountants to the effect that they have read a copy of this Credit Loan Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided , PROVIDED that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of the first three fiscal quarters of the ObligorsBorrower, copies of the its Form 10Q Report for such quarter and unaudited consolidated and consolidating (in the case Financials of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets as at the end of such quarter, Borrower and the related consolidated Guarantors for such quarter and combined statements of income and statements of cash flow for the portion of Obligors' the fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal chief financial officer or accounting officer of each Obligor treasurer that the information contained in such financial statements reports fairly presents the consolidated financial position of the Obligors Borrower and their Subsidiaries all consolidated entities on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements and reports referred to in subsections (a) and (b) above, a statement certified by the principal chief financial officer or accounting officer of each Obligor treasurer in substantially the form of Exhibit EXHIBIT B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and Section 7 (if applicable) and reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; as soon as practicable and in any event no later than sixty and (60d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrowers will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the ObligorsBorrowers, the consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and the combined (in the case balance sheets of the Borrowers and their Subsidiaries) balance sheets as at the end of such year, statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory with respect to the Administrative Agentconsolidated financial statements, together certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use reasonable efforts to provide the Banks with a written statement from such accountants the Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in Section 8 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of the Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants the Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants the Accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the first three fiscal quarters of the ObligorsBorrowers, copies of the unaudited consolidated and consolidating (in the case balance sheets and statement of the Guarantor and its Subsidiaries) and combined (in the case operations of the Borrowers and their Subsidiaries) balance sheets as at the end of such quarter, subject to year end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrowers (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Obligors and their Subsidiaries Borrowers as at the close of business on the date thereof and the results of operations for the period then ended; (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B D hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in Sections 6, 7 and 8 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with the covenants contained in ss.10 respect thereto and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year a certificate of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, Borrowers' Chief Operating Officer in the form attached hereto as Exhibit E with respect to environmental matters; (id) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements contemporaneously with or promptly following the delivery thereof to the boards of income and cash flows directors of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any LenderBorrowers, copies of all compliance certificates the financial statements, financial projections and other reports and annual budget concerning the Borrowers in substantially the same form in which such information required to be delivered is supplied to the lenders under boards of directors of the Licensed Shoe Debt; Borrowers; (e) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrowers; and and (f) from time to time time, such other financial data and other information (including accountants, ' management letters) as the Administrative Agent or any Lender Banks may reasonably request. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Credit Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrowers have or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver or cause to be delivered to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the ObligorsBorrower, the audited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as Subsidiaries at the end of such yearyear and the unaudited balance sheet of each Operating Company, and the related audited consolidated (or unaudited and consolidating (in unconsolidated with respect to the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and SubsidiariesOperating Companies) statements of income income, changes in shareholder's equity and statements of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by KPMG Peat Marwick PriceWaterhouse Coopers or by other independent certified public accountants satisfactory another "Big Five" accounting firm and as to each Operating Company accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the position of such Operating Company as of the date thereof, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Borrower will deliver to the Administrative AgentAgent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), and any other information the Banks may need to complete a financial analysis of the Borrower and its Subsidiaries as to the Borrower and its Subsidiaries and of the Operating Companies, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided PROVIDED that such accountants shall not be liable to the Lenders Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited balance sheet of each of the Operating Companies as at the end of such quarter, and the related unaudited consolidated (or unconsolidated with respect to each Operating Company) statements of income, changes in shareholder's equity and cash flows for the portion of the Borrower's and such Operating Companies' fiscal year then elapsed, all in reasonable detail and prepared in a manner and form reasonably acceptable to the Agent, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries and of the Operating Companies on the date thereof (subject to year-end adjustments), provided that in the event that the Borrower is required to file a Form 10-Q with the SEC, the Borrower shall provide to the Agent and each of the Banks a copy of the Form 10-Q filed with the SEC within 45 days after the end of the first three fiscal quarters of the Borrower (unless the SEC has approved an extension in which event the Borrower will deliver such copies to the Agent and the Banks simultaneously with delivery to the SEC) in lieu of the quarterly unaudited statements that would have otherwise been due at the end of such quarter; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above and, upon Agent's request, within thirty (30) days of the filing by the Borrower of a Form 8-K with the SEC, or the filing with the SEC of any other document amending any other filing made by the Borrower, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the Borrower in the form of EXHIBIT C hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date. The Compliance Certificate shall also be accompanied by the following: (i) copies of a consolidated statement of EBITDA for such fiscal quarter for the Borrower and its Subsidiaries and a statement of cash flow for each Operating Company, prepared on a basis consistent with the statement furnished pursuant to Section 6.4, together with a certification by the chief financial or chief accounting officer of the Borrower that the information contained in such statement fairly presents the Consolidated EBITDA of the Borrower and its Subsidiaries and the cash flow of such Operating Company for the cash flow of such period; (ii) promptly upon Price's receipt, copies of the quarterly REIT compliance reports/statements prepared by Ernst & Young; (iii) a list setting forth the following information with respect to each new Subsidiary or Operating Company of the Borrower: (A) the name and structure of the Subsidiary or Operating Company, (B) a description of the property owned by such Subsidiary or Operating Company, and (C) such other information as the Agent may reasonably request; (iv) a statement (A) listing each parcel of Real Estate and its location, date of acquisition, whether such Real Estate is owned by the Borrower or a Subsidiary, Operating Company or Joint Venture, size (square footage for retail, office and industrial building assets; and number of rooms for hotel/resort assets), occupancy level for the quarter most recently ended, acquisition cost, rolling four quarter Net Income and for retail, office and industrial building assets, the major tenants and percentage of gross leasable area occupied, (B) listing the Indebtedness of the Borrower and its Subsidiaries and of the Operating Companies (excluding Indebtedness of the type described in Sections 8.1(b)-(e)), which statement shall include, without limitation, a statement of the current outstanding amount of such Indebtedness and unfunded amounts available under any such facilities, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (C) listing the Land and providing a brief summary of the status of the development of such Land and compliance with the development plan of Borrower in a format reasonably acceptable to the Agent; (v) a statement listing the Notes Receivable, any modifications, amendments, cancellations, releases or surrenders of any of the Notes Receivable Documents, the current outstanding amount of the indebtedness evidenced thereby and the certification of the chief financial or chief accounting officer of the Borrower that the Notes Receivable comply with the terms of this Agreement; and (vi) a Compliance Certificate prepared on a pro forma basis after giving effect to any proposed Investments, proposed incurrence of Indebtedness, changes to terms of existing Indebtedness or other contemplated events which might have a material adverse effect on the Borrower or its Subsidiaries. (d) concurrently with the delivery of the financial statements described in subsection (b) above, a certificate signed by the President or Chief Financial Officer of the Borrower to the effect that, having read this Agreement, and based upon an examination which they deem sufficient to enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the facts with respect thereto; (e) [INTENTIONALLY OMITTED]; (f) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of Price, the Form 10-K of Price filed with the SEC (unless the SEC has approved an extension, in which event the Borrower will deliver to the Agent and each of the Banks a copy of the form 10-K of Price simultaneously with the delivery to the SEC) and, as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of Price, the ObligorsForm 10-Q of Price filed with the SEC (unless the SEC has approved an extension, copies in which event the Borrower will deliver to the Agent and each of the unaudited consolidated and consolidating (in the case Banks a copy of the Guarantor and its Subsidiaries) and combined (in the case 10-Q of the Borrowers and their Subsidiaries) balance sheets as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow for the portion of Obligors' fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial position of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); Price simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; SEC); (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor SEC or sent to the stockholders of the GuarantorBorrower or Price; (h) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower; (i) copies of all press releases of the Borrower and Price promptly after the release of the same and copies of all analyst reports promptly after Borrower's receipt of same; and and (j) from time to time such other financial data and information in the possession of the Borrower or its respective Subsidiaries or Operating Companies (including accountants, without limitation auditors' management letters, evidence of payment of taxes, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting any of such Persons) relating to the Borrower, the Collateral, the Real Estate, the other assets of the Borrower, or Price as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Parent will deliver to each of the Lenders: : (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsParent, the consolidated and consolidating (in the case balance sheet of the Guarantor Parent and its Subsidiaries and the consolidating balance sheet of the Parent and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified as to such consolidated statements are certified, without qualification and without an expression of uncertainty as to the ability of the Parent or any of its Subsidiaries to continue as going concerns, by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy ss.ss.8.1(d), 8.3(h) and (J) and 9 of this Credit AgreementAgreement and the provisions applicable thereto, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the ObligorsParent, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Parent and its Subsidiaries and the unaudited consolidating balance sheet of the Parent and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of Obligors' the Parent's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP (subject to customary exceptions for interim financial statements), together with a certification by the principal financial or accounting officer of each Obligor the Parent that the information contained in such financial statements fairly presents the financial position of the Obligors Parent and their its Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Parent in substantially the form of Exhibit B C hereto (a "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 ss.ss.8 and 9 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60d) days promptly after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorParent; and and (e) from time to time such other financial data and information (including accountants, ' management letters) as the Administrative Agent Agent, the Arranger or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Company will deliver to the Agent, with sufficient copies for each of the Banks, and upon receipt the Agent will promptly deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsCompany, the consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries and the consolidating balance sheet of the Company and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and and, as to the consolidated statements, certified (without qualification or otherwise reasonably acceptable to the Agent; provided that such certificate may set forth qualifications to the extent such qualifications pertain solely to changes in generally accepted accounting principles from those applied during earlier accounting periods, the implementation of which changes is reflected in the financial statements accompanying such certification) by KPMG Peat Marwick PricewaterhouseCoopers LLP or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault as it relates to any financial covenants, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the ObligorsCompany, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries and the unaudited consolidating balance sheet of the Company and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of Obligors' the Company's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor the Company that the information contained in such financial statements fairly presents the financial position of the Obligors Company and their its Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Company in substantially the form of Exhibit B D hereto (the "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 ss.12 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of any of the GuarantorBorrowers; (e) within fifteen (15) days after the end of each fiscal quarter or at such earlier time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such fiscal quarter or other date so requested by the Agent; (f) within fifteen (15) days after the end of each fiscal quarter, an Accounts Receivable aging report; (g) by not later than thirty (30) days prior to the end of any fiscal year, the annual projections of the Borrowers for the next fiscal year, and upon the request of the Agent or any Bank, any quarterly projections of the Company and its Subsidiaries prepared by the Company for the next fiscal quarter; and and (h) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Certificates and Information. The Obligors Company will deliver to each of the Lenders: Bank: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the ObligorsCompany, the consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements retained earnings and of cash flow, flow for such year, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and all such consolidated statements to be certified without qualification by KPMG Peat Marwick or Coopers & Lybrxxx xx by other independent certified public accountants satisfactory to the Administrative AgentBank, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained 35 -30- knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Bank for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the ObligorsCompany and its Subsidiaries, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements statement of income and statements retained earnings and of cash flow for the portion of Obligors' the Company's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor the Company that the information contained in such financial statements fairly presents the financial position of the Obligors is true and their Subsidiaries on the date thereof (accurate, subject only to normal year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Company in substantially the form of Exhibit B D hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Sec. 7.8-7.12 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor Company or any of its Subsidiaries or sent to the stockholders of the GuarantorCompany or any of its Subsidiaries; (e) within 15 days after the end of each calendar month, (i) a statement certified by the principal financial or accounting officer of the Company which shall set forth with respect to such month, both in the aggregate for all of the 12b-l Funds and separately with respect to each of the 12b-l Funds, (1) all brokerage commissions incurred by Mackenzie Funds Distribution in connection with sales of Class B Shares in the 12b-l Funds, (2) service fees estimated to have been incurred by Mackenzie Funds Distribution in connection with sales of Class B Shares in the 12b-l Funds, (3) the distribution fees paid by the 12b-1 Funds to Mackenzie Funds Distribution pursuant to the 12b-l Plans or such Funds' distribution agreements with Mackenzie Funds Distribution and aggregate contingent deferred sales charges and other fees imposed upon the redemption of Class B Shares of the 12b-l Funds received by Mackenzie Funds Distribution, and (4) the advisory fees with respect to such month received by the Company pursuant to investment advisory agreements with the 12b-1 Funds; (ii) a report which shall set forth with respect to the last day of such month the potential maximum redemption proceeds from shareholders of Class B Shares of each of the 12b-l Funds from contingent deferred sales charges and redemption fees; (iii) a statement certified by the principal financial or accounting officer of the Company and setting forth the amount of all dividends and distributions and intercompany payments made by Mackenzie Funds Distribution to the Company with respect to such month; (iv) a Borrowing Base Report; and (v) a statement certified by the principal financial or accounting officer of the Company that the Company is in compliance with the covenants contained in sec. 6.1 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance (except that from and after the Term Conversion Date, items (i) (1) and (iv) need not be delivered); and (f) from time to time such other financial data and information (including accountants, ' management letters, interim financial reports with respect to the matters described in clause (e) above, and Borrowing Base Reports) as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by KPMG Peat Marwick Coopers & Lybrxxx XXX or by other independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the Administrative AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the ObligorsBorrower, copies of the unaudited consolidated balance sheet and consolidating (in the case statement of operations of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of each Obligor the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Obligors Borrower and their its Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor certificate in substantially the form of Exhibit B C hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Section 23, 24 and 25 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the ObligorsSections 24.1(f), a quarterly consolidated and consolidating plan and financial forecast for such fiscal year24.3, including24.4, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year24.5, and (ii) 25 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other projections as time obtain knowledge of any Default or Event of Default, the Agents Borrower shall include in such certificate or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered otherwise deliver forthwith to the lenders under Banks a certificate specifying the Licensed Shoe Debt; nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the Borrower's and its Subsidiaries' stockholders of the Guarantorgenerally; and and (e) from time to time such other financial data and other information (including accountants, management letters) as the Administrative Agent or any Lender Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial 58 -52- statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by KPMG Peat Marwick Coopers & Lybrxxx XXX or by other independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the Administrative AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the ObligorsBorrower, copies of the unaudited consolidated balance sheet and consolidating (in the case statement of operations of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of each Obligor the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Obligors Borrower and their its Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (subject to year-end adjustments); as soon as practicabled) contemporaneously with, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal yearpromptly following, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the Borrower's and its Subsidiaries' stockholders of the Guarantorgenerally; and and (e) from time to time such other financial data and other information (including accountants, management letters) as the Administrative Agent or any Lender Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Obligors Company will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the ObligorsCompany, the consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by KPMG Peat Marwick Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Company and reasonably satisfactory to the Administrative AgentAgent (the “Accountants”). In addition, together simultaneously therewith, the Company shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the ObligorsCompany, copies of the unaudited consolidated balance sheet and consolidating (in the case statement of operations of the Guarantor Company and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of each Obligor the Company (the “CFO” or the “CAO”) that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Obligors Company and their its Subsidiaries as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments); as soon as practicable, but in any event within forty-five adjustments and the exclusion of detailed footnotes; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor certificate in substantially the form of Exhibit B C hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Company’s corporate treasurer, stating that the Borrowers and their Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 §9 hereof and (that no Default or Event of Default exists, provided that if applicable) reconciliations to reflect changes any Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Company shall include in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents certificate or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered otherwise deliver forthwith to the lenders under Banks a certificate specifying the Licensed Shoe Debt; contemporaneously nature and period of existence thereof and what action the Borrowers propose to take with respect thereto; (d) promptly following the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the Company’s and its Subsidiaries’ stockholders generally; (e) promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Bank for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the GuarantorUSA PATRIOT Act, the Canadian AML Acts and the Beneficial Ownership Regulation; and and (f) from time to time such other financial data and other information (including accountantsas any of the Banks may reasonably request through the Administrative Agent. In addition, management letters) as the Company shall, promptly upon the issuance thereof, notify the Administrative Agent of any announcement by Xxxxx’x or S&P (i) of any Lender change in any Senior Public Debt Rating or (ii) that any Senior Public Debt Rating will be put on a “negative outlook” or “negative credit watch.” Each Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which such Borrower has or may reasonably requesthave under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Obligors Company will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the ObligorsCompany, the consolidated and consolidating (in the case balance sheet of the Guarantor Company and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by KPMG Peat Marwick Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Company and reasonably satisfactory to the Administrative AgentAgent (the “Accountants”). In addition, together simultaneously therewith, the Company shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the ObligorsCompany, copies of the unaudited consolidated balance sheet and consolidating (in the case statement of operations of the Guarantor Company and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of each Obligor the Company (the “CFO” or the “CAO”) that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Obligors Company and their its Subsidiaries as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after adjustments and the end exclusion of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.detailed footnotes;

Financial Statements, Certificates and Information. The Obligors Borrowers will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsParent, the consolidated and consolidating (in the case balance sheets of the Guarantor and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Parent as at the end of such year, statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory with respect to the Administrative Agentconsolidated financial statements, together with a written statement from such accountants to certified by the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; Accountants; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of the first three fiscal quarters of the ObligorsBorrowers, copies of the unaudited consolidated and consolidating (in the case balance sheets and statement of operations of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Parent as at the end of such quarter, and subject to year end adjustments, the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the chief executive officer (the "CEO") or the principal financial or accounting officer of each Obligor Borrower (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Obligors and their Subsidiaries Borrowers as at the close of business on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined the results of operations for the period then ended; (in the case of the Borrowers and their Subsidiariesc) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B D hereto (the "Compliance Certificate") certified by the CEO or the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.6, 7 and 8 hereof, as of the end of the applicable period and setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Lenders a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with the covenants contained in ss.10 and respect thereto; (if applicabled) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) annually or at such other projections time as the Agents or any Lender may request; upon the request of be requested by the Administrative Agent or any LenderAgent, copies of all compliance certificates the financial statements, financial projections, annual budget and other reports and business plan concerning the Borrowers in substantially the same form in which such information required to be delivered is supplied to the lenders under boards of directors of the Licensed Shoe Debt; Borrowers; (e) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor SEC or sent to the stockholders of the GuarantorBorrowers; and from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.and

Financial Statements, Certificates and Information. The Obligors Xxxxx will deliver to the Administrative Agent (for further distribution to each of the Lenders: , each L/C Issuer and each other Agent, as applicable): (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the ObligorsRyder, (i) the consolidated and consolidating (in the case balance sheet of the Guarantor Ryder and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Consolidated Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, flows for such yearRyder and its Consolidated Subsidiaries for the fiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detaildetail and prepared in accordance with GAAP, and audited and accompanied by a report and opinion of independent certified public accountants of nationally recognized standing selected by Xxxxx, which report and opinion shall be prepared in accordance with generally accepted accounting principlesauditing 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, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with (ii) a written statement from such the accountants referred to in Section 6.04(a)(i) to the effect that they such accountants have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then then-existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that provided, that, such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each of the first three fiscal quarters of the Obligorseach fiscal year of Ryder, copies of the unaudited consolidated and consolidating (in the case balance sheets of the Guarantor Ryder and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Consolidated Subsidiaries as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow flows for the portion of Obligors' the fiscal year then elapsedended, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer a Financial Officer of each Obligor Xxxxx that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of Xxxxx and its Consolidated Subsidiaries on a consolidated basis as at the Obligors and their Subsidiaries close of business on the date thereof and the results of operations for the period then ended; (subject c) simultaneously with the delivery of the financial statements referred to year-Section 6.04(a)(i) and Section 6.04(b), a certificate in the form of Exhibit J (a “Compliance Certificate”) signed by a Financial Officer of Xxxxx, stating that Xxxxx and its Consolidated Subsidiaries are in compliance with Section 7.08 as of the end adjustments); of the applicable period setting forth in reasonable detail computations evidencing such compliance, and certifying (i) no Default or Event of Default exists or if a Default or Event of Default shall then exist, specifying the nature thereof, and (ii) such other matters as are set forth therein; (d) as soon as practicable, but in any event within forty-five thirty (4530) days Business Days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing issuance thereof, copies of all material materials of a financial nature filed with the Securities and Exchange Commission by the Guarantor SEC or sent to the stockholders of the GuarantorRyder or any of its Subsidiaries generally; and and (e) from time to time time, and with reasonable promptness, such other financial data and other information as any Lender, any L/C Issuer or any Agent may reasonably request. The Borrowers hereby authorize each Lender, each L/C Issuer and each Agent to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by Law, including with respect to requests or directives, whether or not having the force of law. Except for any such disclosure to governmental banking regulatory authorities upon the request therefor, the applicable Lender, L/C Issuer or Agent shall, to the extent practicable and legally permissible, provide prompt written notice to Xxxxx so that Xxxxx may have the opportunity to contest such disclosure and such Lender, such L/C Issuer or such Agent, as applicable, shall use reasonable efforts within Law to maintain the confidentiality of such information. Documents required to be delivered pursuant to Sections 6.04(a), (including accountantsb) and (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, management lettersshall be deemed to have been delivered on the date (a) as on which Ryder posts such documents, or provides a link thereto on its website on the Internet at xxx.xxxxx.xxx, or (b) on which such documents are posted on Xxxxx’x behalf on an Internet or intranet website, if any, to which each Lender and each Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Xxxxx shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Xxxxx to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (ii) Xxxxx shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Xxxxx shall be required to provide paper copies of each Compliance Certificates required to be delivered pursuant to Section 6.04(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Xxxxx with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders, the L/C Issuers and the Agents materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Lenders (each, a “Public Lender”) may reasonably requesthave personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that so long as such Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities: (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, that, to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (iv) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to mark any Borrower Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to the Administrative Agent, with a copy for each of the Lenders: Lender: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end last day of such fiscal year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flow for such fiscal year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP (except as required by a change in GAAP or as concurred to by the Accountants), and certified certified, without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory and without an expression of uncertainty as to the Administrative Agentability of the Borrower or any of its Subsidiaries to continue as going concerns, by the Accountants, together with a written statement from such accountants the Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each of the first three fiscal quarters of the ObligorsBorrower, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end last day of such quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow for the portion of Obligors' the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Borrower in substantially the form of Exhibit B C hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 §10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrower; (e) upon request of the Administrative Agent, the Borrower’s annual business plan; and and (f) from time to time such other financial data and information (including accountants, ’ management letters) as the Administrative Agent or any Lender may reasonably request. The Administrative Agent will promptly deliver to each Lender copies of all information received by it pursuant to this §8.4.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety one-hundred (90100) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flowflows, operations and retained earnings for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without qualification by KPMG Peat Marwick Coopers & Lybrand or by other independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of the ObligorsBorrower, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow for the portion of Obligors' the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents presents, in all material respects, the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections subSection s (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Borrower in substantially the form of Exhibit B D hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Company Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrower; (e) from time to time upon the reasonable request of the Administrative Agent, projections of the Borrower updating those projections delivered to the Banks and referred to in Section 8.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 9.4(f); (f) promptly upon entering into any material long-term commitment for additional capacity for, or sale agreement concerning, the generation or transmission of electric energy in connection with a transaction requiring the approval of the Commission (or which would require such approval but for a specific exception with respect to transactions with any "co-generator" or "small power producer", as such terms are defined in Chapter 172 of Title 35 of the Maine Revised Statutes), notice of such commitment, together with a brief description of the nature thereof, the amount thereof and the approximate dates on which expenditures under such commitment are to be made and any changes in any of the foregoing upon the effectiveness thereof; (g) promptly upon the Borrower s knowledge thereof, notice of (1) any material amendment of the terms of any joint ownership agreement, joint venture, partnership, plant construction or similar agreement or arrangement for the ownership, construction or operation of electric generating facilities to which the Company is a party, and (2) any material default by any party to such agreement or arrangement; (1) on or about June 30 and December 31 of each year, a letter from S&P setting forth the Borrower s long-term senior secured debt or corporate credit rating then in effect and (2) within two Business Days after the occurrence thereof, written notice of any change in Status; and provided that the failure to provide such notice shall not delay or otherwise affect any change in the Applicable Margin or the Commitment Fee Rate which is to occur upon a change in Status pursuant to the terms of this Credit Agreement; and (i) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsFiscal Year, the consolidated and consolidating (in the case balance sheets of the Guarantor Parent and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and consolidated and consolidating statements of cash flow, flow for such year, each setting forth in comparative form the figures for the previous fiscal year Fiscal Year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified as to consolidated statements, without qualification and without an expression of uncertainty as to the ability of the Parent or any of its Subsidiaries to continue as going concerns, by KPMG Peat Marwick PricewaterhouseCoopers LLP or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then 89 -80- existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of the ObligorsBorrower, copies of the unaudited consolidated and consolidating (in the case balance sheets of the Guarantor Parent and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets , each as at the end of such quarter, and the related consolidated and combined consolidating statements of income and consolidated and consolidating statements of cash flow for the portion of Obligors' fiscal year the Fiscal Year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the consolidated financial position of the Obligors Parent and their its Subsidiaries and the consolidating financial position of the Parent and each of the Significant Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments in conformity with rules for interim financial reporting and lack of footnotes)(solely for the purposes of this clause (b); , consolidating reporting shall be limited to the Parent, the Borrower and the Significant Subsidiaries); (c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) daysFiscal Year, unaudited monthly consolidated (in the case financial statements of the Guarantor Parent and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements Subsidiaries for such month month, each prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial condition of the Obligors Parent, the Borrower and each of their Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments in conformity with rules for interim financial reporting and lack of footnotes); ; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Borrower in substantially the form of Exhibit B E hereto (the "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 12 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60e) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrower; (f) within twenty (20) days after the end of each calendar month or at such earlier time as the Administrative Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month or other date so requested by the Administrative Agent; 90 -81- (g) within twenty (20) days after the end of each calendar month, an Accounts Receivable aging report; (h) not later than sixty (60) days after the commencement of each Fiscal Year, the budget of the Parent, the Borrower and each of their Subsidiaries for such Fiscal Year; and (i) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender Bank may reasonably request.

Financial Statements, Certificates and Information. The Obligors Ryder will deliver to each of the Lenders: Banks, the Issuing Bank and the Agents: (a) as soon as practicable, but but, in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the ObligorsRyder, the consolidated and consolidating (in the case balance sheet of the Guarantor Ryder and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Consolidated Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, flows for such yearRyder and its Consolidated Subsidiaries for the fiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared, in accordance with GAAP audited and accompanied by a report and opinion of independent certified public accountants of nationally recognized standing selected by Ryder, which report and opinion shall be prepared in accordance with generally accepted accounting principles, auditing standards and certified without shall not be subject to any “going concern” or like qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory exception or any qualification or exception as to the Administrative Agentscope of such audit. In addition, together within one hundred twenty (120) days of the end of each such fiscal year, Ryder shall provide the Banks with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then then-existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each of the first three fiscal quarters of the Obligorseach fiscal year of Ryder, copies of the unaudited consolidated and consolidating (in the case balance sheets of the Guarantor Ryder and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Consolidated Subsidiaries as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow flows for the portion of Obligors' the fiscal year then elapsedended, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of each Obligor Ryder that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of Ryder and its Consolidated Subsidiaries on a consolidated basis as at the Obligors and their Subsidiaries close of business on the date thereof and the results of operations for the period then ended; (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified certificate in the form of Exhibit C hereto (the “Compliance Certificate”) signed by the principal financial officer, treasurer or accounting officer assistant treasurer of each Obligor Ryder, stating that Ryder and its Consolidated Subsidiaries are in substantially compliance with §10 hereof as of the form end of Exhibit B hereto and the applicable period setting forth in reasonable detail computations evidencing such compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, certifying (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements no Default or Event of income and cash flows Default exists or if a Default or Event of Default shall then exist, specifying the Guarantor and its Subsidiaries for such fiscal year, nature thereof and (ii) such other projections matters as are set forth therein; (d) as soon as practicable but, in any event, within thirty (30) Business Days after the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing issuance thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorRyder or any of its Subsidiaries generally; and and (e) from time to time time, and with reasonable promptness, such other financial data and other information as the Banks may reasonably request. The Borrowers hereby authorize each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by Law, including, without limitation, with respect to requests or directives, whether or not having the force of law. Except for any such disclosure to governmental banking regulatory authorities upon the request therefor, the applicable Agent or Bank or the Issuing Bank shall, to the extent practicable and legally permissible, provide prompt written notice to Ryder so that Ryder may have the opportunity to contest such disclosure and such Agent or Bank or the Issuing Bank shall use reasonable efforts within Law to maintain the confidentiality of such Information. Documents required to be delivered pursuant to §§8.4(a), (including accountantsb) and (c) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, management lettersshall be deemed to have been delivered on the date (i) as on which Ryder posts such documents, or provides a link thereto on its website on the Internet at xxx.xxxxx.xxx; or (ii) on which such documents are posted on Ryder’s behalf on an Internet or intranet website, if any, to which each Bank and the Agents have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) Ryder shall deliver paper copies of such documents to the Administrative Agent or any Lender Bank that requests Ryder to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Bank and (ii) Ryder shall notify the Administrative Agent and each Bank (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Ryder shall be required to provide paper copies of the Compliance Certificates required by §8.4(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Ryder with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Co-Lead Arrangers will make available to the Banks and the Issuing Bank materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Bank”) may reasonably requesthave personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that so long as such Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Banks shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Co-Lead Arrangers, the Issuing Bank and the Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in §29); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Co-Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to the Agent and each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income income, retained earnings and statements of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without material qualification as to any circumstance which could reasonably be expected to have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole, by KPMG Peat Marwick or by other independent certified public accountants satisfactory to of nationally recognized standing selected by the Administrative AgentBorrower, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters in each of the ObligorsBorrower's fiscal years, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow flows for such quarter and the portion of Obligors' the Borrower's fiscal year then elapsed, together with comparative consolidated figures for the same periods of the preceding year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with GAAP and accompanied by a certification by certificate of the principal financial or accounting officer of each Obligor the Borrower stating that the information contained in such financial statements is correct and complete and fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof and the results of their operations for the periods covered thereby (subject to the absence of footnotes and any year-end adjustments); as soon as practicable, but in any event ; (c) within forty-five one hundred twenty (45120) days after the end of each month fiscal year of the Borrower, and within 60 days after the end of each of the first three fiscal quarters in each fiscal year of the Obligors or in the case of the last month of each fiscal yearBorrower, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification statement certified by the principal financial or accounting officer of each Obligor that the information Borrower in substantially the form of Exhibit C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in such financial statements fairly presents Sections 8.1, 8.2 and 8.3 as at the financial condition end of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of period covered by the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial for such fiscal year or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 fiscal quarter, as applicable, or during such period as may be required, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; as soon as practicable and in any event no later than sixty Date (60each a "Compliance Certificate"); (d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; Borrower or any holder of the Borrower's Funded Debt; (e) no later than thirty (30) days after the beginning of each fiscal year of the Borrower, the Borrower's consolidated financial projections for each such fiscal year prepared on a quarterly basis, including projections of revenues, expenses and operating cash flow, together with a statement of reasonable assumptions made by the Borrower in preparing such projections and explanations attached thereto; (f) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating the Projections or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 6.4(f); (g) promptly upon the request of the Agent, all Xxxxxxx audience surveys and other ratings reports prepared by Xxxxxxx Media Research with respect to the Stations owned or operated by the Borrower or any of its Subsidiaries that relate to the most recent Xxxxxxx ratings for each such Station and the most recent ratings for each such Station's target demographics; (h) promptly upon request by the Agent or any Bank, all detailed audits or reports submitted to the Borrower or any of its Subsidiaries by independent public accountants in connection with any annual or interim audits of the books of the Borrower or any Subsidiary; and (i) from time to time upon request by the Agent or any Bank, such other financial data data, information or other documents (including, without limitation, accountants management letters and such other information (including accountantsregarding the business and affairs and condition, management lettersfinancial and other, of the Borrower, its Subsidiaries and their respective properties) as the Administrative Agent or any Lender Bank may reasonably request, subject to the confidentiality provisions set forth in Section 27 hereof.

Financial Statements, Certificates and Information. The Obligors Borrowers will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the ObligorsBorrowers, the consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets of Borrowers as at the end of such year, statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory with respect to the Administrative Agentconsolidated financial statements, together Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of such Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided provided, that such accountants Accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the first three fiscal quarters of the ObligorsBorrowers, copies of the unaudited consolidated and consolidating (in the case balance sheets and statement of the Guarantor and its Subsidiaries) and combined (in the case operations of the Borrowers and their Subsidiaries) balance sheets as at the end of such quarterquarter including profit and loss statements by division, subject to year end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP with a certification by the principal financial or accounting officer of each Obligor the Borrowers (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Obligors and their Subsidiaries Borrowers as at the close of business on the date thereof and the results of operations for the period then ended; (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with the covenants contained in ss.10 respect thereto and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year a certificate of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (id) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements contemporaneously with or promptly following the delivery thereof to the board of income and cash flows directors of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any LenderParent, copies of all compliance certificates the financial statements, financial projections, and other variance reports and concerning the Parent in substantially the same form in which such information required to be delivered is supplied to the lenders under board of directors of the Licensed Shoe Debt; Parent; (e) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and Parent or any of the Borrowers; (f) from time to time such other financial data and other information (including accountants, ' management letters) as the Administrative Agent or any Lender Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Obligors Borrowers will -------------------------------------------------- deliver to each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the ObligorsBorrowers, the consolidated and consolidating (in the case balance sheet of the Guarantor FCI and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick Ernst & Young LLP or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect (i) that they have read a copy of this Credit Agreement, and (ii) that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under ss.ss.9 or 10 hereof, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultDefault and (iii) that, based upon certain agreed upon procedures, they have reviewed the most recent Borrowing Base Report of the Borrowers and the calculations of the Borrowing Base made by the Borrowers in preparing such Borrowing Base Report and have determined that such Borrowing Base Report and calculation are accurate in all material respects, or if such accountants have obtained knowledge of any inaccuracy, they shall disclose in such statement any such inaccuracy; provided that -------- such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the first three fiscal quarters of the Obligors, Borrowers (i) copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor FCI and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such fiscal quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow for the portion of ObligorsBorrowers' fiscal year then elapsed, each setting forth in comparative form (A) the figures from the previous fiscal year and (B) the Borrowers' annual budget delivered pursuant to ss.8.4(h) hereof, broken down by resort and all in reasonable detail and prepared in accordance with generally accepted accounting principlesdetail, together with a certification by the principal financial or accounting officer of each Obligor FCI that the information contained in such financial statements fairly presents the financial position of the Obligors FCI and their its Subsidiaries on the date thereof and for the period then elapsed (subject to year-end adjustments); ; (c) as soon as practicable, but in any event within fortynot later than twenty-five (4525) days after the end of each month in fiscal month, (i) copies of the FCI's internal monthly management report which shall include the unaudited consolidated balance sheet of FCI and its Subsidiaries and the unaudited consolidating balance sheet of FCI and its Subsidiaries (done by resort), each as at the end of such fiscal month, and the related consolidated statement of income and consolidating statement of income (done by resort) for the portion of the Borrowers' fiscal year of then elapsed, each (except for the Obligors or consolidating statements) setting forth in comparative form (A) the case of figures from the last month of each previous fiscal yearyear and (B) FCI's annual budget delivered pursuant to ss.8.4(h) hereof, within ninety (90) days, unaudited monthly consolidated (broken down by resort and all in the case of the Guarantor reasonable detail and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof ; (subject to year-end adjustments); d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement certified by the principal financial or accounting officer of each Obligor the Borrowers in substantially the form of Exhibit B E hereto and setting forth in reasonable ------- - detail computations evidencing compliance with each of the covenants contained set forth in ss.10 hereof), and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Interim Balance Sheet Date; , and certifying that no Default or Event of Default exists as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligorsdate of such certificate, or if a quarterly consolidated Default or Event of Default does exist specifying the nature and consolidating plan and financial forecast for such fiscal year, including, without limitation, proposed remedy thereof; (ie) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of FCI; (f) within three Business Days after the Guarantor; first and from fifteenth day of each month, or at such earlier time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as of the first and fifteenth day of such month or other date so requested by the Administrative Agent, provided that immediately prior to -------- the occurrence of a sale or other disposition of assets permitted by ss.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each the Lender, which, for the purposes of this Section 5.04, may be made available electronically by Parent or the Lenders: Borrower as provided below: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the ObligorsParent, the consolidated and consolidating (in the case balance sheet of the Guarantor Parent and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and consolidated statements of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year or year-end, as applicable, and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick Deloitte & Touche LLP or by other independent certified public accountants reasonably satisfactory to the Administrative AgentLender. The Lender hereby agrees that the foregoing requirement shall be satisfied by delivery (or deemed delivery in accordance with the final paragraph of this Section 5.04) to the Lender of Parent's annual report on Form 10‑K for the period for which such financial statements are to be delivered, together with a written statement from such accountants the principal financial or accounting officer, Treasurer or the Assistant Treasurer of the Borrower or Parent to the effect that they have such officer has read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have he or she has obtained no knowledge of any Default or Event of Default, or, if such accountants officer shall have obtained knowledge of any then existing Default Default, he or Event of Default they she shall disclose in such statement any such Default or Event of Default; provided that such accountants officer shall not be liable to the Lenders Lender for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of the ObligorsParent, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Parent and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets subsidiaries as at the end of such quarter, and the related consolidated and combined statements of income and consolidated statements of cash flow flows for the portion of Obligors' the fiscal year then elapsedto which they apply, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer officer, Treasurer or the Assistant Treasurer of each Obligor the Borrower or Parent that the information contained in such financial statements fairly presents the financial position of Parent and its Subsidiaries as of the Obligors and their Subsidiaries on the date thereof end of such quarter (subject to year-end year‑end adjustments); as soon as practicable, but in any event within forty-five . The Lender hereby agrees that the foregoing requirement shall be satisfied by delivery (45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared deemed delivery in accordance with generally accepted accounting principlesthe final paragraph of this Section 5.04) to the Lender of Parent's quarterly report on Form 10‑Q for the period for which such financial statements are being delivered, together with a certification by written statement from the principal financial or accounting officer, Treasurer or Assistant Treasurer of the Borrower or Parent to the effect that such officer has read a copy of each Obligor that this Agreement, and that, in making the information contained examination necessary to said certification, he or she has obtained no knowledge of any Default, or, if such officer has obtained knowledge of any then existing Default, he or she shall disclose in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments)statement any such Default; simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting provided that such officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to shall not be delivered liable to the lenders under the Licensed Shoe Debt; Lender for failure to obtain knowledge of any Default; (c) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed by Parent with the Securities and Exchange Commission by Commission; (d) promptly after the Guarantor commencement thereof, Notice of all actions and proceedings before any court, governmental agency or sent to the stockholders arbitrator of the Guarantortype described in Section 4.06 to which either the Borrower or Parent or their Significant Subsidiaries is a party or their properties are subject; and and (e) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request. Reports or financial information required to be delivered pursuant to this Section 5.04 shall, to the extent any such financial statements, reports, proxy statements or other materials are included in materials otherwise filed with the Securities and Exchange Commission, be deemed to be delivered hereunder on the date of such filing, and may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower or Parent gives notice to the Lender that the Borrower or Parent has posted such report or financial information or provides a link thereto on the Borrower or Parent's website on the Internet or on Intralinks or a substantially similar transmission system to which access is available to the Lender.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver furnish to each of the Lenders: Lender: 3.3.1 Commencing with the fiscal year ending December 31, 2011, as soon as practicable, but available and in any event not later than ninety within one hundred twenty (90120) days after the last day of each fiscal year, complete financial statements as audited by an independent certified public accountant of recognized standing selected by the Borrower and reasonably satisfactory to the Lender, covering the operations of Plures Technologies, Inc. and consolidated subsidiaries, including the Borrower for such fiscal year and containing statements of earnings and of retained earnings and paid-in surplus for such year, statements of cash flow, and balance sheets and income statement as at the close of such year, each accompanied by (a) statements in comparative form for the preceding fiscal year, (b) all notes, appropriate schedules, disclosures, and supplemental information pertaining to such statements, (c) a certification of Plures Technologies, Inc.’s chief financial officer that such financial statements fairly represent Plures Technologies, Inc.’s financial condition at the end of such period and the results of its operations during such period; 3.3.2 Commencing with the first full month immediately following the Closing, monthly within fifteen (15) days for the period after the end of each fiscal month through calendar year of the Obligors, the consolidated 2012 and consolidating (in the case of the Guarantor and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; thereafter as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the Obligors, copies of the unaudited consolidated available and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow for the portion of Obligors' fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial position of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year quarter of Borrower during the Loan term, a company prepared financial statement consisting of a balance sheet, statement of cash flow, income, and profit and loss statement certified by the President or Chief Financial Officer of the Obligors Borrower; 3.3.3 Promptly after the commencement thereof, notice of each action, suit or proceeding by or before any Governmental Authority affecting the Borrower which could (singly or in the case aggregate) be reasonably expected to have a Material Adverse Effect; 3.3.4 Promptly after receipt, a copy of all audits or reports submitted to the Borrower by independent public accountants in connection with any annual, special or interim audits of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case books of the Guarantor Borrower and its Subsidiaries) and combined (in any letter of comments directed by such accountants to the case management of the Borrowers Borrower; 3.3.5 As soon as possible and their Subsidiariesin any event within thirty (30) days after the Borrower knows or has reason to know that any event which would constitute a reportable event under ERISA with respect to any employee pension or other benefit plan subject to ERISA has occurred, or that the PBGC or the Borrower has instituted or will institute proceedings to terminate such plan, a certificate of the chief financial statements for officer of the Borrower setting forth details as to such month prepared in accordance reportable event and the action which the Borrower proposes to take with generally accepted accounting principlesrespect thereto, together with a certification copy of any notice of such reportable event which may be required to be filed with the PBGC, or any notice delivered by the principal financial PBGC evidencing its intent to institute such proceedings, or accounting officer of each Obligor any notice to the PBGC that the plan is to be terminated, as the case may be; 3.3.6 Immediately upon any change of Plures Technologies, Inc.’s independent public accountants, notification thereof and such further information contained in such financial statements fairly presents as the financial condition Lender may reasonably request concerning the resignation, refusal to stand for reappointment after completion of the Obligors current audit or dismissal of such accountants; 3.3.7 Such additional information and their Subsidiaries on reports concerning the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal yearBorrower, including, without limitationbut not limited to, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal yearreports concerning Collateral, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lenderreasonably requests, copies of all compliance certificates in form and other reports and information required to be delivered detail reasonably acceptable to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably requestLender.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by KPMG Peat Marwick PricewaterhouseCoopers LLP or Xxxxxx Xxxxxxxx LLP or by other independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the Administrative AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the ObligorsBorrower, copies of the unaudited consolidated balance sheet and consolidating (in the case statement of operations of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of each Obligor the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Obligors Borrower and their its Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor certificate in substantially the form of Exhibit B EXHIBIT F hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Sections 8, 9 and 10 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the ObligorsSections 9.1(d), a quarterly consolidated and consolidating plan and financial forecast for such fiscal year9.3, including9.4, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year9.5, and (ii) 10 hereof and that no Default or Event of Default exists, PROVIDED that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other projections as time obtain knowledge of any Default or Event of Default, the Agents Borrower shall include in such certificate or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered otherwise deliver forthwith to the lenders under Banks a certificate specifying the Licensed Shoe Debt; nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the Borrower's and its Subsidiaries' stockholders of the Guarantorgenerally; and and (e) from time to time such other financial data and other information (including accountants, management letters) as the Administrative Agent or any Lender Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; PROVIDED, HOWEVER, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the Lenders: : (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income and statements consolidated statement of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification and without an expression of uncertainty as to the ability of the Borrower or any of its Subsidiaries to continue as going concerns, by KPMG Peat Marwick Xxxxxx Xxxxxxxx LLP, or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided PROVIDED that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default. Notwithstanding any of the foregoing, the Borrower may satisfy its obligation to deliver the foregoing financial information by delivering copies of the Borrower's annual report on Form 10-K in respect of such fiscal year, together with the financial statements required to be attached thereto; PROVIDED, that (x) the Borrower is required to file such annual report on Form 10-K with the SEC, (y) such filing is actually made and (z) such annual report and financial statements are delivered within ninety (90) days after the end of each fiscal year of the Borrower and are otherwise in compliance with this Section 8.4(a); (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the ObligorsBorrower, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements statement of income and statements consolidated statement of cash flow flows for the portion of Obligors' the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to year-end adjustments). Notwithstanding any of the foregoing, the Borrower may satisfy its obligation to deliver the foregoing financial information by delivering copies of the Borrower's quarterly report on Form 10-Q in respect of such fiscal year, together with the financial statements required to be attached thereto; PROVIDED, that (x) the Borrower is required to file such quarterly report on Form 10-Q with the SEC, (y) such filing is actually made and (z) such quarterly report and financial statements are delivered within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the Borrower and are otherwise in compliance with this Section 8.4(b); (c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) daysBorrower, unaudited monthly consolidated (in the case financial statements of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements Subsidiaries for such month setting forth in comparative form the figures from the actual historical figures for the previous year and a comparison setting forth the corresponding figures from the projected figures set forth in the projections described in Section 8.4(g) for such period, prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrower that the information contained in such financial statements fairly presents the financial condition of the Obligors Borrower and their its Subsidiaries on the date thereof (subject to quarter-end and year-end adjustments); ; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and Compliance Certificate; (if applicablee) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrower generally; (f) projections of the Borrower and its Subsidiaries updating those projections delivered to the Lenders and referred to in Section 7.4.3 and if applicable, updating any later such projections delivered in response to a request pursuant to this Section 8.4(f); (g) a twelve-month forecast, including the consolidated balance sheet of the Borrower and its Subsidiaries and related consolidated statements of income and cash flow, to be delivered to the Lenders prior to January 15 of each fiscal year of the Borrower; (h) not less than once during any twelve-month period, account numbers and location of all material bank accounts of the Borrower or any of its Restricted Subsidiaries (as reasonably determined by the Borrower) not otherwise listed on SCHEDULE 7.21; and and (i) concurrently with the financial statements delivered pursuant to clause (c) hereof, account receivable agings reports; (j) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors Borrowers will deliver to each the Lenders: (a) within five (5) days after the filing with the Securities and Exchange Commission of the Lenders: as soon as practicable, but Parent’s Annual Report on Form 10-K with respect to each fiscal year (and in any event not later than ninety within one hundred (90100) days after the end of each such fiscal year of the Obligorsyear), the consolidated and consolidating (in the case balance sheets of the Guarantor and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Consolidated Group as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements cash flows of cash flow, for such yearthe Consolidated Group, each setting forth in comparative form the figures for the previous fiscal year and year, all such financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and audited and accompanied by a report and opinion of the Accountants, which report and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants opinion shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided state that such accountants financial statements present fairly the financial position of the Consolidated Group and shall not be liable subject to any qualification as to going concern or the Lenders for failure scope of the audit; (b) within five (5) days after the filing with the Securities and Exchange Commission of the Parent’s Quarterly Report on Form 10-Q with respect to obtain knowledge each of any Default or Event the first three (3) fiscal quarters of Default; as soon as practicable, but each fiscal year (and in any event not later than forty-five (45) within 55 days after the end of each of the first three such fiscal quarters of the Obligorsquarter), copies of the unaudited consolidated and consolidating (in the case balance sheets of the Guarantor Consolidated Group as at the end of such fiscal quarter, and its Subsidiaries) the related consolidated statements of income and combined (in the case cash flows of the Borrowers and their Subsidiaries) balance sheets Consolidated Group as at the end of such quarter, subject to normal year-end adjustments and the related consolidated and combined statements absence of income and statements of cash flow for the portion of Obligors' fiscal year then elapsedfootnotes, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP subject to normal year-end adjustments and the absence of footnotes, together with a certification by the principal financial or accounting officer of each Obligor CFO that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Obligors and their Subsidiaries Consolidated Group as at the close of business on the date thereof and the results of operations for the period then ended; (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement Compliance Certificate certified by the principal financial or accounting officer CFO that the Consolidated Group is in compliance with the covenants contained in Sections 7.14 and 7.15 as of each Obligor in substantially the form end of Exhibit B hereto and the applicable period setting forth in reasonable detail computations evidencing compliance with such compliance, provided, that if the covenants contained Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents certificate or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered otherwise deliver forthwith to the lenders under Lenders a certificate specifying the Licensed Shoe Debt; nature and period of existence thereof and what action the Borrowers propose to take with respect thereto; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrowers; and and (e) from time to time time, such other financial data and other information (including accountants, ’ management lettersletters and a copy of the Borrowers’ annual budget and projections for any fiscal year) as the Administrative Agent or any Lender Lenders may reasonably request. Borrowers shall be deemed to have delivered reports and other information referred to in clauses (a), (b), and (d) of this Section 6.04 when (A) such reports or other information have been posted on the Internet website of the Securities and Exchange Commission (xxxx://xxx.xxx.xxx) or on Parent’s Internet website as previously identified to the Administrative Agent and Lenders and (B) Parent or Borrowers have notified the Administrative Agent by electronic mail of such posting. The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Obligors Borrowers will deliver to each of the Lenders: Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the ObligorsBorrowers, the consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets of Borrowers as at the end of such year, statements of cash flows, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and statements of cash flow, for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory with respect to the Administrative Agentconsolidated financial statements, together certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in ss.8 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of such Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided provided, that such accountants Accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the first three fiscal quarters of the ObligorsBorrowers, copies of the unaudited consolidated and consolidating (in the case balance sheets and statement of the Guarantor and its Subsidiaries) and combined (in the case operations of the Borrowers and their Subsidiaries) balance sheets as at the end of such quarter, subject to year end adjustments, and the related consolidated and combined statements of income and statements statement of cash flow for the portion of Obligors' fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of each Obligor the Borrowers (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Obligors and their Subsidiaries Borrowers as at the close of business on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after and the end results of each month in each fiscal year of operations for the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; and from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.period then ended;

Financial Statements, Certificates and Information. The Obligors Loan Parties will deliver to each of the Lenders: : (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsBorrowers, the consolidated and consolidating (in the case balance sheet of the Guarantor Holdings and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements statement of income or operations and statements consolidated statement of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification and without an expression of uncertainty as to the ability of the Borrowers or any of their Subsidiaries to continue as going concerns, by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with (i) a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; and (ii) a copy of their accountants’ management letter for such fiscal year; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the ObligorsBorrowers, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Holdings and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements statement of income or operations and statements consolidated statement of cash flow flows for the portion of Obligors' Holdings’ fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer officers that are Responsible Officers of each Obligor the Borrowers that the information contained in such financial statements fairly presents in all material respects the financial position of the Obligors Borrowers and their Subsidiaries on the date thereof (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer officers that are Responsible Officers of each Obligor the Borrowers in substantially the form of Exhibit B D hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 §11 and the computation of the Total Leverage Ratio and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; as soon as practicable and in any event no later than sixty ; (60d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrowers; (e) as soon as available and in no event later than December 15th of each fiscal year of Holdings, financial projections of Holdings and its Subsidiaries for the then current fiscal year (on a quarter-by-quarter basis if requested by the Administrative Agent), including (i) statements of forecasted consolidated income or operations and cash flows for Holdings and its Subsidiaries for the next fiscal year (on a quarter-by-quarter basis if requested by the Administrative Agent) and a forecasted consolidated balance sheet of Holdings and its Subsidiaries as of the last day of such next fiscal year (or, if provided on a quarter-by-quarter basis, as of the last day of each fiscal quarter in such next fiscal year), and (ii) statements of forecasted consolidated income or operations and cash flows for Holdings and its Subsidiaries for the following fiscal year and a forecasted consolidated balance sheet of Holdings and its Subsidiaries as of the last day of the following fiscal year, together (in the case of clauses (i) and (ii)) with supporting assumptions which were reasonable when made, all prepared in good faith in reasonable detail and consistent with Holdings’ past practices in preparing projections and otherwise reasonably satisfactory in scope to the Administrative Agent; and and (f) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Obligors --------- ---------- ------------ --- ----------- Borrower will deliver to each of the Lenders: Banks or, with respect to subsection (f) of this section 5.4 only, make available to each of the Banks at the Borrower's principal place of business: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income income, retained earnings and statements of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, and certified without material qualification as to any circumstance which could reasonably be expected to have a material adverse effect on the Borrower and its Material Subsidiaries, taken as a whole, by KPMG Peat Marwick or by other independent certified public accountants satisfactory of nationally recognized standing selected by the Borrower and acceptable to the Administrative AgentMajority Banks, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters in each of the ObligorsBorrower's fiscal years, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow flows for such quarter and the portion of Obligors' the Borrower's fiscal year then elapsed, together with comparative consolidated figures for the same periods of the preceding year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with Generally Accepted Accounting Principles and accompanied by a certification by certificate of the principal financial or accounting officer of each Obligor the Borrower stating that the information contained in such financial statements is correct and complete and fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof and the results of their operations for the periods covered thereby (subject to year-end adjustments); as soon as practicable, but in any event within forty-five ; (45c) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of each Obligor the Borrower in substantially the form of Exhibit B C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 section 7.1 and 7.2 as at the end of the period covered by such statements or during such period as may be required, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles Generally Accepted Accounting Principles since the Balance Sheet Date; as soon as practicable and in any event no later than sixty Date (60each a "Compliance Certificate"); (d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the GuarantorBorrower or any holder of the Borrower's Funded Debt; (e) promptly upon request by the Administrative Agent or any Bank, all detailed audits or reports submitted to the Borrower by independent public accountants in connection with any annual or interim audits of the books of the Borrower or any Material Subsidiary; and and (f) from time to time upon request by the Administrative Agent or any Bank, such other financial data and information (including accountantsincluding, without limitation, accountants management lettersletters and such other information regarding the business and affairs and condition, financial and other, of the Borrower, its Subsidiaries and their respective properties) as the Administrative Agent or any Lender Bank may reasonably request, subject to the confidentiality provisions set forth in section 25 hereof.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to the Agent and each of the Lenders: Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the ObligorsBorrower, the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such year, and the related consolidated and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income income, retained earnings and statements of cash flow, flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without material qualification as to any circumstance which could reasonably be expected to have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole, by KPMG Peat Marwick or by other independent certified public accountants satisfactory to of nationally recognized standing selected by the Administrative AgentBorrower, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters in each of the ObligorsBorrower's fiscal years, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Subsidiaries as at the end of such quarter, and the related consolidated and combined statements of income and statements of cash flow flows for such quarter and the portion of Obligors' the Borrower's fiscal year then elapsed, together with comparative consolidated figures for the same periods of the preceding year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with GAAP and accompanied by a certification by certificate of the principal financial or accounting officer of each Obligor the Borrower stating that the information contained in such financial statements is correct and complete and fairly presents the financial position of the Obligors Borrower and their its Subsidiaries on the date thereof and the results of their operations for the periods covered thereby (subject to the absence of footnotes and any year-end adjustments); as soon as practicable, but in any event ; (c) within forty-five one hundred twenty (45120) days after the end of each month fiscal year of the Borrower, and within 60 days after the end of each of the first three fiscal quarters in each fiscal year of the Obligors or in the case of the last month of each fiscal yearBorrower, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification statement certified by the principal financial or accounting officer of each Obligor that the information Borrower in substantially the form of Exhibit C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in such financial statements fairly presents ss.ss.8.1, 8.2 and 8.3 as at the financial condition end of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of period covered by the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial for such fiscal year or accounting officer of each Obligor in substantially the form of Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 fiscal quarter, as applicable, or during such period as may be required, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; as soon as practicable and in any event no later than sixty Date (60each a "Compliance Certificate"); (d) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Guarantor; Borrower or any holder of the Borrower's Funded Debt; (e) no later than thirty (30) days after the beginning of each fiscal year of the Borrower, the Borrower's consolidated financial projections for each such fiscal year prepared on a quarterly basis, including projections of revenues, expenses and operating cash flow, together with a statement of reasonable assumptions made by the Borrower in preparing such projections and explanations attached thereto; (f) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating the Projections or, if applicable, updating any later such projections delivered in response to a request pursuant to this ss.6.4(f); (g) promptly upon the request of the Agent, all Xxxxxxx audience surveys and other ratings reports prepared by Xxxxxxx Media Research with respect to the Stations owned or operated by the Borrower or any of its Subsidiaries that relate to the most recent Xxxxxxx ratings for each such Station and the most recent ratings for each such Station's target demographics; (h) promptly upon request by the Agent or any Bank, all detailed audits or reports submitted to the Borrower or any of its Subsidiaries by independent public accountants in connection with any annual or interim audits of the books of the Borrower or any Subsidiary; and (i) from time to time upon request by the Agent or any Bank, such other financial data data, information or other documents (including, without limitation, accountants management letters and such other information (including accountantsregarding the business and affairs and condition, management lettersfinancial and other, of the Borrower, its Subsidiaries and their respective properties) as the Administrative Agent or any Lender Bank may reasonably request, subject to the confidentiality provisions set forth in ss.27 hereof.