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 Borrower will deliver and cause BPI to deliver (as applicable) to the Administrative Agent (with copies to the Administrative Agent for each of the Lenders: Bank): 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 ObligorsBPI, the audited consolidated and consolidating (in the case balance sheet of the Guarantor and its Subsidiaries) BPI and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as Consolidated 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 flowflows for the year then ended, for such yearin each case, each setting forth in comparative form the figures as of the end of and for the previous fiscal year Fiscal Year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified and, in each case, accompanied by an auditor's report prepared without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, 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 DefaultDefault under Article VI or VII or otherwise under the provisions of this Agreement relating to the financial condition of BPI or any of the Consolidated Subsidiaries, or of any facts or circumstances that would cause BPI not to continue to qualify as a REIT for federal income tax purposes, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Default, Event of Default or such facts or circumstances, they shall disclose in make disclosure thereinafter such statement any such Default or Event of Default; provided that such accountants (and, at the Administrative Agent's request, the Borrower shall not be liable to deliver the Lenders foregoing for failure to obtain knowledge of any Default or Event of Defaultthe Borrower on a consolidated basis); 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 Obligorsits March 31, June 30 and September 30 Fiscal Quarters, copies of the unaudited consolidated balance sheet of BPI and consolidating (in the case of the Guarantor and its Consolidated Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets , as at the end of such quarter, and the related unaudited consolidated and combined statements of income income, changes in shareholders' equity and statements of cash flow flows for the portion of Obligors' fiscal year BPI's Fiscal Year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP (which may be provided by inclusion in the Form 10-Q of BPI filed with the SEC for such period provided pursuant to clause (i) below), together with a certification by the principal financial or accounting officer of each Obligor the Borrower and BPI that the information contained in such financial statements fairly presents the financial position of BPI and the Obligors and their Consolidated Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments none of which shall be materially adverse) (and, at the Administrative Agent's request, the Borrower shall deliver the foregoing for Borrower on a consolidated basis); Upon the request of the Administrative Agent and as soon as practicable, but in any event within not later than ninety (90) days after the end of each of its Fiscal Years, statements of Net Operating Income and outstanding Indebtedness as at the end of such Fiscal Year and for the Fiscal Year then ended in respect of each Real Estate Asset (including each Borrowing Base Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a summary rent roll in respect of each Borrowing Base Property, in each case certified by the chief financial or accounting officer of the Borrower as true and correct in all material respects; Upon the request of the Administrative Agent and as soon as practicable, but in any event not later than forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case Fiscal Quarters of the last month Borrower, (1) copies of the unaudited statements of Net Operating Income and outstanding Indebtedness as at the end of such quarter and for the portion of the Fiscal Year then elapsed in respect of each fiscal yearReal Estate Asset (including each Borrowing Base Property), 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 each prepared in accordance with generally accepted accounting principles, together GAAP consistent with a certification the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and certified by the principal chief financial or accounting officer of the Borrower to present fairly the Net Operating Income and outstanding Indebtedness in respect of each Obligor that such Real Estate Asset and (ii) an occupancy analysis in respect of each Real Estate Asset (including each Borrowing Base Property) certified by the information contained in such chief financial statements fairly presents the financial condition officer of the Obligors Borrower to be true and their Subsidiaries on the date thereof (subject to year-end adjustments)complete in all material respects; 44 simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified in the form of EXHIBIT D-1 hereto signed by the principal chief 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 Borrower and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Datedate of such financial statements; 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 the Borrower, BPI 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 Borrower, BPI or such fiscal yearSubsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, and (ii) such other projections as the Agents BPI or any Lender may requestsuch Subsidiary; upon contemporaneously with (or promptly after) the request of the Administrative Agent filing or any Lendermailing 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 DebtBorrower (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 on the business, assets, financial condition or prospects, or operations of the Borrower, BPI or, taken as a whole, the BP Group; 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 BPI; as soon as practicable, but in any event not later than ninety (90) days after the Guarantorend of each Fiscal Year of BPI, copies of the Form 10-K statement fled by BPI with the SEC for such Fiscal Year, and as soon as practicable, but in any event not later than fifty (50) days after the end of each Fiscal Quarter of BPI copies of the Form 10-Q statement filed by BPI with the SEC for such Fiscal Quarter, PROVIDED that, in either case, if the SEC has granted an extension for the filing of such statements, BPI shall deliver such statements to the Administrative Agent within ten (10) days after the filing thereof with the SEC; and from time to time such other financial data and information (including accountantsabout the Borrower, management letters) BPI, their respective Consolidated Subsidiaries, the Real Estate Assets and the Partially-Owned Real Estate Holding Entities as the Administrative Agent or any Lender Bank (through the Administrative Agent) may reasonably request, including without limitation complete rent rolls, existing environmental reports, and insurance certificates with respect to the Real Estate Assets (including the Borrowing Base Properties); in the case of the Borrower and BPI, as soon as practicable, but in any event not later than ninety (90) days after the end of each of their respective Fiscal Years, PRO FORMA projections for the next three Fiscal Years; together with the financial statements delivered pursuant to Section 5.4(a), a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of BPI and its Subsidiaries as of the end of the applicable Fiscal Year; and in the event that the definition of "funds from operations" is revised by the Board of Governors of the National Association of Real Estate Investment Trusts, a report, certified by the chief financial or accounting officer of the Borrower, of the "funds from operations" of the Borrower based on the 45 definition as in effect on the date of this Agreement and based on the definition as so revised from time to time, which such report shall be delivered to the Administrative Agent (with copies to the Administrative Agent for each Bank) with the financial statements required to be delivered pursuant to Section 5.4(b) above; and as soon as practicable, but in any event not later than ninety (90) days after the end of the Fiscal Year of the Borrower, the unaudited balance sheet of the Borrower at the end of each such year, and the related unaudited statements of income, changes in partners' capital and cash flows for the year then ended, in each case 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 GAAP, 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 on the date thereof, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the March 31, June 30 and September 30 Fiscal Quarters of the Borrower, the unaudited balance sheet of the Borrower at the end of each such quarter, and the related unaudited statements of income, changes in partners' capital and cash flows for the quarter then ended, in each case setting forth in comparative form the figures for the previous Fiscal Quarter and all such statements to be in reasonable detail, prepared in accordance with GAAP, 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 on the date thereof (subject to year-end adjustments none of which shall be materially adverse).

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the LendersLenders or, with respect to paragraph (f) of this §6.4 only, make available to each of the Lenders 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 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 income, retained earnings and statements 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 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 PricewaterhouseCoopers LLP or by other independent certified public accountants satisfactory of nationally recognized standing selected by the Borrower and acceptable to the Administrative AgentRequired Lenders, 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 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 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 fiscal quarter, and the related consolidated and combined statements of income and statements of cash flow for such fiscal 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 fiscal 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 as at 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 paragraphs (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.the

Financial Statements, Certificates and Information. The Obligors Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders: (a) as soon as practicable, but available and in any event not later than within ninety (90) days after the end of each fiscal year calendar year, an audited consolidated balance sheet of the Obligors, the consolidated and consolidating (in the case of the Guarantor Parent and its Subsidiaries) and the combined (in the case Subsidiaries as of the Borrowers and their Subsidiaries) balance sheets as at the end of such year, 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, shareholders’ equity and statements of cash flow, flows for such year, each setting forth in each case in comparative form the figures for the previous fiscal year and year, all certified by PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing, with such statements certification to be in reasonable detail, prepared in accordance with generally accepted accounting principles, free of exceptions and certified without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory qualifications not acceptable 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 DefaultRequired Lenders; 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 available and in any event not later than within forty-five (45) days after the end of each of the first three fiscal (3) calendar quarters of the Obligorseach year, copies a consolidated balance sheet of the unaudited consolidated Parent and consolidating (in the case its Subsidiaries as of the Guarantor end of such quarter and its Subsidiaries) the related statement of income and combined (in statement of cash flows for such quarter and for the case portion of the Borrowers and their Subsidiaries) balance sheets as year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the related consolidated and combined statements of income and statements of cash flow for the corresponding portion of Obligors' fiscal year then elapsedthe previous year, 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 certified (subject to normal year-end adjustments); ) as soon as practicableto fairness of presentation, 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 GAAP 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 consistency by the principal chief financial officer, controller or accounting officer treasurer 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 Parent; (subject to year-end adjustments); c) 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 chief financial officer or accounting officer controller of each Obligor Parent in substantially the form of Exhibit B F hereto (or in such other form as the Agent may approve from time to time). Calculations of income, expense and setting forth in reasonable detail computations evidencing compliance value associated with Real Estate or other Investments acquired or disposed of during any quarter will be adjusted, where applicable. Parent shall submit with the covenants Compliance Certificate a Unencumbered Asset Certificate in the form of Exhibit E hereto (a “Unencumbered Asset Certificate”) pursuant to which Parent shall calculate the amount of the Unencumbered Asset Availability as of the end of the immediately preceding fiscal quarter, list the Subject Properties and certify that each Subject Property included therein and in the calculation of the Unencumbered Asset Availability satisfies all of the requirements contained in ss.10 and (if applicable) reconciliations this Agreement for the same 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 be included therein. The Compliance Certificate shall be accompanied by copies of the Obligors, a quarterly consolidated and consolidating plan and financial forecast statements of Consolidated Net Operating Income for such fiscal yearquarter for each of the Subject 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, without limitationtogether with a certification by the chief financial officer, controller or treasurer of Parent that the information contained in such statement fairly presents in all material respects the Consolidated Net Operating Income for such periods. Such Unencumbered Asset Certificate shall specify whether there are any defaults under leases at a Subject Property; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows a Rent Roll for each of the Guarantor Subject Properties, and its Subsidiaries a combined Rent Roll for such fiscal all of the Subject Properties and a summary thereof in form satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter in each year, ) and (ii) such other projections as the Agents or any Lender may request; upon the request an operating statement for each of the Administrative Agent Subject Properties for each such quarter and year to date, a consolidated operating statement for the Subject Properties for each such quarter and year to date, and a balance sheet for the Unencumbered Property Subsidiary which owns or leases 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.Subject

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the LendersLenders or, with respect to paragraph (f) of this §6.4 only, make available to each of the Lenders 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 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 income, retained earnings and statements 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 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 PricewaterhouseCoopers LLP or by other independent certified public accountants satisfactory of nationally recognized standing selected by the Borrower and acceptable to the Administrative AgentRequired Lenders, 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 (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 for such fiscal 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 fiscal 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 as of 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 paragraphs (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 (based on the four-fiscal quarter period then ended) evidencing compliance with the covenants contained in ss.10 §§8.1 and 8.2 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 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.in

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the LendersBanks: (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 balance sheet of the Guarantor Borrower and its Subsidiaries) , and the combined (in the case consolidating balance sheets of the Borrowers Borrower and their its 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, in the case of all consolidated statements, certified without qualification by KPMG Peat Marwick Xxxxxx Xxxxxxxx & Co. or Xxxx Sapper & Xxxxxx or by other independent certified public accountants satisfactory to the Administrative AgentAgents, 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 fiscal quarter 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 unaudited consolidating balance sheet of the Borrowers Borrower and their its 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 Borrower's and Subsidiaries', 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 Subsidiaries 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 and consolidating statements of income and cash flows of the Guarantor Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements , 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 Borrower and their Subsidiaries its Subsidiaries, on the date thereof (subject to year-end adjustments); (d) simultaneously with the delivery of the financial statements referred to in subsections 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 F 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; as soon as practicable and simultaneously with the delivery of the fiscal year-end financial statements referred to in Subsection (a) above, a detailed statement of operating expenses incurred by Emmis International Corporation for such fiscal year in form and substance satisfactory to the Administrative Agent and certified by the principal financial or accounting officer of the Borrower; (e) promptly upon completion thereof and in any event no later than sixty thirty (6030) days after the beginning of each fiscal year of the ObligorsBorrower, a quarterly the Borrower's annual operating budget in the form of consolidated and consolidating plan and (on a Station-by-Station basis) financial forecast projections for each such fiscal year, including, without limitation, (i) forecasted consolidated year prepared on a monthly basis and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries setting forth projected operating results for each month in such fiscal yearyear and for the fiscal year as a whole, including projections of operating cash flow, together with a statement of reasonable assumptions made by the Borrower in preparing such budgets and projections and explanations attached thereto; (iif) 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 (i) of all material of a financial nature filed with the Securities and Exchange Commission by the Guarantor (including any registration statements) or sent to the stockholders of the GuarantorBorrower and (ii) any periodic or special reports filed with the FCC and relating to any Station owned or operated by the Borrower or any of its Subsidiaries; (g) from time to time upon the request therefor of the Agents, 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 9.4(g); (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; and (i) promptly upon their becoming available, copies of all annual appraisals of the then current business value of the Borrower and its Subsidiaries, other than Excluded Subsidiaries, conducted, commissioned or received by the Borrower, whether prepared by an independent appraiser or otherwise. 9.5.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver or cause to each be delivered to the Agent: 66 within five (5) days of the Lenders: as soon as practicablefiling of REIT’s Form 10-K with the SEC, if applicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Obligorscalendar year, the consolidated and consolidating (in the case audited Consolidated balance sheet of the Guarantor REIT 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 capital 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 without qualification by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative AgentGAAP, together with a written statement from certification by the chief financial officer or accounting officer of REIT that the information contained in such accountants financial statements fairly presents in all material respects the financial position of REIT and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the effect that they have read scope of the audit by a copy of this Credit Agreementnationally recognized accounting firm reasonably approved by Agent, and that, in making any other information the examination necessary Lenders may reasonably request to said certification, they have obtained no knowledge complete a financial analysis of any Default or Event REIT and its Subsidiaries; within five (5) days of Default, orthe filing of REIT’s Form 10-Q with the SEC, 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 practicableapplicable, but in any event not later than forty-five sixty (4560) days after the end of each of the first three fiscal (3) calendar quarters of the Obligorseach year, copies of the unaudited consolidated and consolidating (in the case balance sheet of the Guarantor REIT 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 unaudited consolidated and combined statements of income and statements of cash flow flows for the portion of Obligors' REIT’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 chief financial officer or accounting officer of each Obligor REIT that the information contained in such financial statements fairly presents in all material respects the financial position of the Obligors REIT and their its Subsidiaries on the date thereof (subject to year‑end adjustments and the inclusion in the final year-end adjustments); as soon as practicable, but in any event within forty-five (45) days after the end statements of each month in each fiscal year of the Obligors or footnotes that were not contained 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) quarterly 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 adjustmentsstatements); 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 chief financial officer or chief accounting officer of each Obligor REIT in substantially the form of Exhibit B G hereto and (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in ss.10 §8.1(f), §8.3(j)-(n) and (p), §8.7(a) and (b), §9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; . The Compliance Certificate shall also include a calculation of the amount of the Borrowing Base Availability as soon as practicable of the end of the immediately preceding calendar quarter. All income, expense and in value associated with Real Estate or other Investments disposed of during any event no later than sixty (60) days after the beginning quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by a list of each fiscal year of the ObligorsUnencumbered Properties (specifying which constitutes Land, a quarterly consolidated Development Properties or Stabilized Properties), any sales, acquisitions, dispositions or removals of Unencumbered Properties during such accounting period, the acquisition costs of any Unencumbered Properties acquired during such period, any Land or Development Properties included within the Unencumbered Properties and consolidating plan the book value thereof, together with copies of the statements of Adjusted Funds from Operations and financial forecast Net Operating Income for such fiscal yearcalendar quarter for each of the Unencumbered Properties included in the calculation of Unencumbered Asset Value, prepared 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, together with a certification by the chief financial officer or chief accounting officer of REIT that the information contained in such statement fairly presents the calculation of Unencumbered Asset Value, Adjusted Funds from Operations and Net Operating Income of the Unencumbered Properties included in the calculation of Unencumbered Asset Value for such periods; simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities as of the date of such financial statements involving amounts of $1,000,000.00 or more of the Borrower, the Guarantors and their Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); promptly upon the request of Agent or the Required Lenders, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows a Rent Roll for each of the Guarantor Unencumbered Properties included in the calculation of Unencumbered Asset Value and its Subsidiaries for a summary thereof in form reasonably satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter in each year), together with a listing of each tenant that has taken occupancy of such fiscal Unencumbered Property during each calendar quarter (including the fourth calendar quarter in each year), and (ii) an operating statement for each of such other projections as the Agents or any Lender may requestUnencumbered Properties for each such calendar quarter and year to date and a consolidated operating statement for such Unencumbered Properties for each such calendar quarter and year to date (such statements and reports to be in form reasonably satisfactory to Agent); promptly upon the request of the Administrative Agent or the Required Lenders, a statement (i) listing the Real Estate owned by the Borrower, the Guarantors and their Subsidiaries (or in which the Borrower, the Guarantors or their Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower, the Guarantors and their Subsidiaries (excluding Indebtedness of the type described in §8.1(b)-(e) and (h)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof (or if there is a trustee acting on behalf of the holders, the trustee), the maturity date and any Lenderextension options, copies the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of all compliance certificates the Borrower, the Guarantors and other reports their Subsidiaries which are Development Properties and information required to be delivered to providing a brief summary of the lenders under the Licensed Shoe Debtstatus of such development; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature nature, reports or proxy statements sent to the owners of Borrower or REIT, which are not publicly filed with the Securities SEC; promptly upon the request of Agent, copies of all annual federal income tax returns and Exchange Commission by the Guarantor or sent to the stockholders amendments thereto of the GuarantorBorrower and the REIT; promptly upon the request of Agent, copies of any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and any annual, quarterly or monthly reports and other statements and reports which Borrower or REIT shall file with the SEC; promptly upon the request of Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties included in the calculation of Unencumbered Asset Value; not later than January 31 of each year, a budget and business plan for the Borrower, the Guarantors and their Subsidiaries for the such calendar year; and from time to time such other financial data and information in the possession of the Borrower, the Guarantors, the Unencumbered Property Subsidiaries or their respective Subsidiaries (including accountants, without limitation auditors’ management letters, status of litigation or investigations against the Borrower or any Guarantor and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower, any Guarantor or any Unencumbered Property Subsidiary) as the Administrative Agent or any Lender may reasonably request. The Borrower shall cooperate with the Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower or the REIT to the Agent (collectively, “Information Materials”) pursuant to this Section and the Borrower shall designate Information Materials (a) that are either available to the public or not material with respect to the REIT and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information.” Unless a Lender designates itself as a Public Lender, such Lender shall be deemed to not be a Public Lender. Any material to be delivered pursuant to this §7.4(a), (b) or (g) shall be deemed delivered hereunder upon posting thereof on the XXXXX Website or on the Borrower's website on the Internet at the website address xxx.xxx.xxx (or another website address provided by Borrower in a written notice to Agent). Additionally, any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Lenders provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Lenders upon Agent’s receipt thereof. Upon the request of Agent, the Borrower shall deliver paper copies thereof to Agent and the Lenders. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials, including without limitation the Information Materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system (an “Electronic System”). Any such Electronic System is provided “as is” and “as available.” The Agent and the Arranger do not warrant the adequacy of any Electronic System and expressly disclaim liability for errors or omissions in any notice, demand, communication, information or other material provided by or on behalf of Borrower that is distributed over or by any such Electronic System (“Communications”) except to the extent such distribution solely results from the gross negligence or willful misconduct of such Person as determined by a court of competent jurisdiction by final and non-appealable judgment. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by Agent or the Arranger in connection with the Communications or the Electronic System. In no event shall the Agent, the Arranger or any of their directors, officers, employees, agents or attorneys have any liability to the Borrower or the Guarantors, any Lender or any other Person for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Guarantors’, the Agent’s or any Arranger’s transmission of Communications through the Electronic System, and the Borrower and the Guarantors release Agent, the Arranger and the Lenders from any liability in connection therewith, except to the extent resulting from the gross negligence or willful misconduct of such Person as determined by a court of competent jurisdiction by final and non-appealable judgment. 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 REIT, its Subsidiaries 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 Borrower hereby agrees that it will identify that portion of the Information Materials that may be distributed to the Public Lenders and that (i) all such Information Materials 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 Information Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Lenders and the Arranger to treat such Information Materials as not containing any material non-public information with respect to the REIT, its Subsidiaries, its Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Information Materials constitute confidential information, they shall be treated as provided in §18.7); (iii) all Information Materials marked “PUBLIC” are permitted to be made available through a portion of any electronic dissemination system designated “Public Investor” or a similar designation; and (iv) the Agent and the Arranger shall be entitled to treat any Information Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any electronic dissemination system not designated “Public Investor” or a similar designation. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Investor” or similar designation on the content declaration screen of any electronic dissemination system in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities laws, to make reference to Information Materials that are not made available through the “Public Investor” or similar designation portion of any electronic dissemination system and that may contain any material non-public information with respect to the REIT, its Subsidiaries, its Affiliates or their respective securities for purposes of United States Federal or state securities laws.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the LendersBanks: (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 audited balance sheet of the Guarantor and its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as Company at the end of such year, and the related consolidated audited statement of income, statement of changes in shareholders, equity and consolidating (in the case statement of the Guarantor Funds From Operations and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of taxable 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 principlesprinciples on a consolidated basis including the Borrower and the Related Companies, and certified accompanied by an auditor's report prepared without qualification by KPMG Peat Marwick Ernst & Young or by other another independent certified public accountants satisfactory accountant reasonably acceptable 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 (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 Borrower and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets Company as at the end of such quarter, and the related consolidated unaudited statement of income, statement of changes in shareholders' equity and combined statements statement of Funds From Operations and estimated taxable income and 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 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 Borrower and their Subsidiaries of the Company on the date thereof (subject to year-end adjustments); provided, however, that for so long as the Borrower and the Company are filing form 10-Q with the SEC, the delivery of a copy thereof pursuant to paragraph (f) of this 7.4 shall be deemed to satisfy this paragraph (b); (c) as soon as practicable, but in any event within not later than forty-five (45) days after the end of each month in each fiscal year of the Obligors or in the case fiscal quarters of the last month Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, prepared on a basis consistent with the statements furnished pursuant to 6.4 (c) , and certified by a Responsible Officer of the Company; (d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case quarter of the Guarantor and its Subsidiaries) and combined (in Borrower, the case Borrower will provide the Agent with , for each of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with Mortgaged Properties 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 rent roll dated as of the Obligors and their Subsidiaries on end of such fiscal quarter in form reasonably satisfactory to the date thereof Agent; (subject to year-end adjustments); 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 in substantially the form of Exhibit B C hereto signed by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 herein and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (f) as soon as practicable and practicable, but in any event no not later than sixty ninety (6090) days after the beginning end of each fiscal year of the ObligorsCompany, 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 copies of the Guarantor Form 10-K statement filed with the Securities and its Subsidiaries Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (ii45) such other projections as days after the Agents or any Lender may request; upon the request end of the Administrative Agent or any Lendereach fiscal quarter, copies of all compliance certificates and other reports and information required to be delivered the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to the lenders under Agent simultaneously with the Licensed Shoe Debtfiling thereof with the SEC; contemporaneously with (g) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the Securities and Exchange Commission by the Guarantor SEC or sent to the stockholders shareholders of the GuarantorCompany or to the limited partners of the Borrower and copies of all press releases promptly upon the issuance thereof; and (h) from time to time such other financial data and information (including accountants, ' management letters) as the Administrative Agent or any Lender may reasonably request; 7.5.

Financial Statements, Certificates and Information. The Obligors Guarantor and the Borrower will deliver to each of the Lenders: (a) as soon as practicable, but in any event not later than ninety ninety-three (9093) days after the end of each fiscal year of the ObligorsGuarantor and the Borrower, 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 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 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 or by other independent Arthur Andersen LLX xx xy xxxxx xxdependent 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 eight (4548) days after the end of each of the first three fiscal quarters of the ObligorsGuarantor and the Borrower in any fiscal year of the Guarantor and the Borrower, copies of the unaudited 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 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 Guarantor'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 Borrower that the information contained in such financial statements fairly presents the financial position of the Obligors Guarantor and their its Subsidiaries on the date thereof (subject to year-end adjustments), which statements shall set forth in comparative form the figures from the projections for such quarter most recently delivered to the Lenders; (c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each month fiscal 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 and its Subsidiaries) and combined (in Subsidiaries for such fiscal month, as well as a report of sales at each Store for such fiscal month, compared to sales at such Store for the case same fiscal month of the Borrowers and their Subsidiaries) financial statements for such month previous fiscal year 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 Guarantor and their its Subsidiaries on the date thereof (subject to year-end adjustments), which statements shall set forth in comparative form the figures from the projections, if any, for such fiscal month most recently delivered to the Lenders; (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 D (a "Compliance Certificate") hereto 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 since the Balance Sheet Date; as soon as practicable and in any event no later than sixty (60e) days after the beginning within two (2) Business Days 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 Borrower or the Guarantor; (f) on Wednesday of each week for the immediately preceding calendar week or at such other time as the Administrative Agent may reasonably request after reasonable notice, a Borrowing Base Report setting forth the Borrowing Base as at end of such calendar week or other date so requested by the Administrative Agent; (g) from time to time upon the reasonable request of the Administrative Agent, projections of the Guarantor, the Borrower and their Subsidiaries updating those projections delivered to the Lenders and referred to in 7.4.2 or, if applicable, updating any later such projections delivered in response to a request pursuant to this 8.4(g); (h) by not later than the last Business Day of the Borrower's fiscal year, the Borrower's business plan for the next fiscal year; (i) as soon as practicable, but in any event not later than ninety-three (93) days after the end of each fiscal year of the Guarantor and the Borrower, the consolidated balance sheet of the Guarantor and its Subsidiaries as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow for such year, setting forth in comparative form the figures from the projections for such fiscal year most recently delivered to the Lenders; (j) not less than thirty (30) days prior to the opening by the Borrower of any new Store or warehouse facility at which Eligible Inventory is to be located, a supplement to Schedule 7.22 hereto, listing any additions or deletions to the list of Stores and warehouse facilities of the Borrower located in the United States, which supplement, together with Schedule 7.22 hereto and any prior supplements, shall be deemed to constitute Schedule 7.22 for all purposes of this Credit Agreement; (k) the Collateral reports as further described on and at the times specified in Exhibit F, all in a form reasonably satisfactory to the Administrative Agent; and (l) from time to time such other financial data and information (including accountants, ' management letters) as the Administrative Agent or any Lender may reasonably request. 8.5.

Financial Statements, Certificates and Information. The Obligors Borrower -------------------------------------------------- will deliver to each of the LendersBanks: (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, (i) the consolidated and consolidating (in the case balance sheet of the Guarantor Borrower and each of its Subsidiaries) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets Restricted 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 principles, and certified without qualification by KPMG Peat Marwick 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 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 (45ii) 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 of (A) the Borrower and each of its Subsidiaries as at the end of such quarteryear, and (B) the Borrower and each of its Restricted Subsidiaries, and the related unaudited consolidated and combined statements of income and statements of cash flow income, each setting forth in comparative form the figures for the portion of Obligors' previous fiscal year then elapsed, and all such consolidated statements to be in reasonable detail and detail, prepared by management in accordance with generally accepted accounting principles, together the past financial practice of the Borrower and such Subsidiaries and 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 present the financial position condition of the Obligors Borrower and their such Subsidiaries 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 operations 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 Borrower 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 covered thereby;

Financial Statements, Certificates and Information. The Obligors Each of the Borrower and the Parent will deliver to each of the LendersAdministrative Agent and the 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 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 , 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 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 or by any other of the six largest firms of independent certified public accountants satisfactory to located in the Administrative AgentUnited States, together with a written statement from such accountants to the effect that they have read a copy the covenants set forth in 8.1(h), 8.3(i) and (j) and 9 of this Credit AgreementAgreement and the relevant definitions and 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 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 ObligorsParent (other than the fourth fiscal quarter of each fiscal year), 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 , 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 for the portion of Obligors' the Parent's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples (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 of the Borrower and the Parent 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 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 (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 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 generally to the stockholders of the GuarantorBorrower; and (e) 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. 7.5.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the LendersBanks: (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 Subsidiaries as 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 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 or by any of the other independent certified public accountants satisfactory to the Administrative Agentso- called "big five" accounting firms, 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 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 Subsidiaries as of the Borrowers and their Subsidiaries) balance sheets 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 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, 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 D hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 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 the GuarantorParent; (e) within thirty (30) days after the end of each calendar quarter or at such earlier time as the Agent or any Bank may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar quarter or other date so requested by the Agent or such Bank (it being understood that a Borrowing Base Report may, in addition, be delivered by the Borrower at such other times as the Borrower may determine); (f) annually and from time to time at such times as the same may be available, upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in Section 7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 8.4(f); 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. 8.5.

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the LendersLenders or, with respect to paragraph (f) of this §6.4 only, make available to each of the Lenders 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 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 income, retained earnings and statements 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 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 PricewaterhouseCoopers LLP or by other independent certified public accountants satisfactory of nationally recognized standing selected by the Borrower and acceptable to the Administrative AgentRequired Lenders, 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 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 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 fiscal quarter, and the related consolidated and combined statements of income and statements of cash flow for such fiscal -38- 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 fiscal 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 as at 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 paragraphs (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 (i) setting forth in reasonable detail computations (based on the four-fiscal quarter period then ended) evidencing compliance with the covenants contained in ss.10 §§8.1 and 8.2 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 (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 identifying in reasonable detail (A) all Funded Debt and all Refinancing Debt of the Administrative Agent or Borrower and its Subsidiaries owing to any LenderParent Affiliated Company, copies and (B) all Investments by the Borrower and its Subsidiaries in any of all compliance certificates and other reports and information required to be delivered to the lenders under Parent Affiliated Companies, in each case, as at the Licensed Shoe Debtend of the period covered by such statements (each a “Compliance Certificate”); (d) 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 to any holder of the Borrower’s Funded Debt; (e) promptly upon request by the Administrative Agent or any Lender, 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 (f) from time to time upon request by the Administrative Agent or any Lender, such other financial data and information (including including, without limitation, accountants’ management letters and such other information regarding the business and affairs and condition, management lettersfinancial and otherwise, of the Borrower, its Subsidiaries and their respective properties) as the Administrative Agent or any Lender may reasonably request., subject to the confidentiality provisions set forth in §27 hereof. Documents required to be delivered pursuant to this §6.4 (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, 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 Borrower’s website address; 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 the Administrative Agent have 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 or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender

Financial Statements, Certificates and Information. The Obligors Borrower will deliver to each of the LendersBanks: (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 consolidating balance sheet of the Borrower 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 Deloitte & Touche LLP or by other independent certified public accountants satisfactory to the Administrative Agent, 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 (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 the unaudited consolidating balance sheet of the 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 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 Borrower'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 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 G hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 sect.8 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 the GuarantorBorrower; and (e) 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. 6.5.