Common use of Financial Statements, Reports, etc Clause in Contracts

Financial Statements, Reports, etc. The Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than forty-five (45) days after the last day of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows, showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such fiscal year, all audited by Ernst & Young LLP or other independent auditors of recognized national standing and accompanied by an opinion of such accountants (which shall not contain any material qualification or exception (other than “going concern” qualifications or exceptions relating to the Bankruptcy Proceedings in such opinion with respect to the fiscal year ended December 31, 2009) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP; (b) within 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, its unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows, showing the Borrower, a copy of the Financial Statements financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then-elapsed portion of the fiscal year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for it being understood that such Fiscal Quarter information shall be in reasonable detail and for the Fiscal Year to date, certified by a Responsible Financial Officer of the Borrower to present as fairly presenting in all material respects the financial condition, condition and results of operations of the Borrower and other information reflected therein and to have been prepared the Subsidiaries on a consolidated basis in accordance with GAAP (GAAP, subject to normal year-end audit adjustments and the absence of footnotesnotes); (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under paragraph (120a) days after the close of each Fiscal Year of the Borrower, or (Ab) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year)above, a compliance certificate of executed by a Responsible Financial Officer of the Borrower in substantially (i) certifying that, after reasonable inquiry, to the form knowledge of Exhibit N (a "Compliance Certificate") which (A) states that such Financial Officer no Default or Event of Default has occurred and is continuing, or, if any such a Default or an Event of Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets demonstrating compliance with the covenants contained in Sections 6.01, 6.02, 6.03, 6.04 and 6.06 and (iii) in the case of any such certificate delivered in connection with any delivery of financial statements under paragraph (a) above for a fiscal year ended on or after December 31, 2010, setting forth a computation in reasonable detail, as detail reasonably satisfactory to the Administrative Agent of the last day Excess Cash Flow for such fiscal year (or, in the case of the most recently fiscal year ended Fiscal Quarter December 31, 2010, for the partial fiscal year commencing on July 1, 2010 and ending December 31, 2010); (d) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm opining on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) stating that during the course of their examination of such financial statements, they obtained no knowledge of any Default or Fiscal Year Event of Default, except as specified in such certificate; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials (other than (i) the exhibits to registration statements and (ii) any registration statements on Form S-8 or its equivalent) filed by SSCC or any of the Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of such Commission, or with any national securities exchange, or distributed to any such Person’s shareholders (other than to SSCC or any of the Subsidiaries), as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ivf) As in the case of SSCC, as soon as available, and in any event not no later than forty-five (45) 90 days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar monthfiscal year, a quarterly comparable store sales report consolidated annual plan, prepared in accordance with respect to SSCC’s normal accounting procedures applied on a consistent basis, for the portion next fiscal year of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longerSSCC; and (Bg) To promptly from time to time, such other information regarding the Administrative Agent onlyoperations, promptly after business affairs and financial condition of SSCC and the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate)Subsidiaries, or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as any Senior Agent, the Administrative Agent or any Lender may from time to time reasonably request. Reports . (h) Information required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information (including, in the case of certifications required pursuant to clause (b) above, the certifications accompanying any such quarterly report pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002), shall have been posted by the Administrative Agent on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency an IntraLinks or other relevant website similar site to which the Administrative Agent and the Lenders have been granted access (whether a commercial, third-party or shall be available on the website or whether sponsored of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of Holdings and Borrower, furnish to the Administrative Agent and each Lender Lender: (a) within 120 days after the followingend of each fiscal year of the Borrower (or, for the first fiscal year ending December 31, 2014, no later than October 31, 2015) after the end of each in fiscal year of the Borrower, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of Holdings, the Borrower and its consolidated Subsidiaries as of the close of such form fiscal year and the results of its operations and the operations of Holdings and such detail as Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year of the Borrower (but for comparative figures for any immediately preceding fiscal year occurring in 2013 or earlier, such comparative figures do not need to include Holdings), all audited by Xxxx Xxxxx LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent (it being understood and agreed that the “Big Four” accounting firms are acceptable to the Administrative Agent) and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the Required Lenders shall reasonably request:scope of such audit, except as related solely to the maturity of any of the Loans (or any loans from a Permitted Refinancing of any of the Loans) during the immediately succeeding twelve-month period) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Holdings, the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP or such other accounting principles as consented to by the Administrative Agent; (ib) As soon as available and in no event later than forty-five (45) within 45 days after the last day end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of the Borrower (or for the fiscal quarters ending March 31, 2015 and June 30, 2015, no later than October 31, 2015) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending September 30, 2013), its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of Holdings, the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of Holdings and such Subsidiaries during such fiscal quarter and the then-elapsed portion of the fiscal year of the Borrower, a copy together with the comparative figures for the same periods in the immediately preceding fiscal year of the Borrower (but for comparative figures for any immediately preceding fiscal quarter occurring in the fiscal quarter ending September 30, 2013 or earlier, such comparative figures do not need to include Holdings), all certified by one of the Financial Statements Officers of Holdings or the Borrower, as the case may be, as fairly presenting the financial condition and results of operations of Holdings, the Borrower and its consolidated Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (or such other accounting principles as consented to by the Administrative Agent, subject to normal year-end audit adjustments and the absence of footnotes); (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under paragraph (120a) days after the close of each Fiscal Year or (b) above, a certificate of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "“Compliance Certificate"”) which (Ai) states certifying that no Event of Default has occurred and is continuing, or, if any such an Event of Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets setting forth computations in reasonable detail, as together with supporting calculations, demonstrating compliance (or noncompliance) with the covenant contained in Section 6.10; (i) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (A) a list of any Intellectual Property registered with the United States Patent and Trademark Office or the United States Copyright Office acquired since the last such list delivered pursuant to this Section 5.04(d) (or since the Closing Date, in the case of the last day first such list delivered after the Closing Date); and (B) an updated Schedule 3.28(a) (if necessary); and (ii) concurrently with any delivery of financial statements under paragraph (a) above, a list of any Intellectual Property registered in countries other than the United States; (e) within 30 days after the beginning of each fiscal year of the most recently ended Fiscal Quarter Borrower, a detailed consolidated budget for such fiscal year presented on a quarter by quarter basis; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or Fiscal Year (any Subsidiary with any Governmental Authority or securities exchange, or distributed to its shareholders generally in their capacity as shareholders, as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ivg) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request thereforreceipt thereof by Holdings, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its their Subsidiaries, a copy of any noticefinal “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (h) promptly after the request by any Lender, summonsall documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, citations or including the USA PATRIOT Act; and (i) promptly, from time to time, such other written communications concerning any actualinformation regarding the operations, allegedbusiness affairs and financial condition of Holdings, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any Subsidiary (including for purposes of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, obtaining and maintaining credit ratings in any event within five (5) Business Days after a Responsible Officer respect of the Borrower becomes aware of the existence of any condition Borrower), or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, in each case, as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)writing.

Financial Statements, Reports, etc. The Borrower shall will furnish to the Administrative Agent and to each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and is practicable, but in no any event later than forty-five (45) within 100 days after the last day end of each of the first three Fiscal Quarters of each Fiscal Year fiscal year of the Borrower, a copy of the Financial Statements audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries (prepared on a as at the end of, and the related consolidated andstatements of income, shareholders’ equity and cash flows for such year, and the corresponding figures as at any time during which the end of, and for, the preceding fiscal year, accompanied by an opinion of Deloitte & Touche LLP or such other independent certified public accountants of recognized standing as shall be retained by the Borrower has any Material and reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards relating to reporting and which report and opinion shall (A) be unqualified as to going concern and scope of audit and shall state that such financial statements fairly present the financial condition of the Borrower and its Consolidated Subsidiaries, consolidatingas at the dates indicated and the results of the operations and cash flows for the periods indicated and (B) contain no material exceptions or qualifications except for qualifications relating to accounting changes (with which such independent public accountants concur) in response to FASB releases or other authoritative pronouncements; (b) As soon as is practicable, basisbut in any event within 55 days after the end of each of the first three fiscal quarters of each fiscal year, the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of, and the related unaudited statements of income (or changes in financial position) for such Fiscal Quarter quarter and for the Fiscal Year period from the beginning of the then current fiscal year to datethe end of such fiscal quarter and the corresponding figures as at the end of, certified and for, the corresponding period in the preceding fiscal year, together with a certificate signed by the chief financial officer or a Responsible Officer vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, fairly present fairly in all material respects the financial conditioncondition of the Borrower and its Consolidated Subsidiaries, as at the end of the fiscal quarter and portion of the fiscal year then ended and the results of their operations for the quarter and other information reflected therein and to have been prepared portion of the fiscal year then ended in accordance conformity with GAAP (consistently applied, subject only to normal year-end audit adjustments and to the absence of footnotes)footnote disclosure; (iic) As soon as available and in no event later than one hundred twenty (120) days after Together with the close of each Fiscal Year delivery of the Borrowerstatements referred to in paragraphs (a) and (b) of this Section 5.1, (A) copies a certificate of the audited Financial Statements Responsible Officer, substantially in the form of Exhibit C hereto (i) stating whether or not the Borrower and its Subsidiaries (prepared on a consolidated signer has actual knowledge of any Default or Event of Default and, at if so, specifying each such Default or Event of Default of which the signer has actual knowledge, the nature thereof and any time during action which the Borrower has any Material Subsidiariestaken, consolidatingis taking, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto to each such condition or event and (Bii) sets forth demonstrating in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent detail compliance with such financial ratios the provisions of Sections 6.5 and tests is required to be tested as of the end of the applicable accounting period6.6 hereof; (ivd) As soon as availableWith reasonable promptness, copies of such financial statements and in any event not later than forty-five (45) days following reports that the end of each Fiscal Year of the BorrowerBorrower may make to, or file with, the Projections of the Loan Parties for the next Fiscal Year SEC and such other information, certificates and data (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each casewithout limitation, projected balance sheets, statements copies of income and retained earnings and statements Letters of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vCredit) The following information with respect to the Borrower and its Subsidiaries: (A) As soon Subsidiaries as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect from time to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated time may be reasonably requested by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts or any of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)Lenders; (viie) As soon as possible and in no event later than five (5) Business Days after Promptly upon any Responsible Officer obtaining actual knowledge of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice a certificate of a Responsible Officer specifying the nature and period of existence thereof, and, to the Administrative Agent of such Default or Event of Default and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower has taken, is taking or and proposes to take with respect thereto; and (xivf) Such other instruments, agreements, certificates, statements, documents and information relating to Promptly upon any material adverse change in the operations or condition (financial or otherwise) Responsible Officer of the Borrower or any of its SubsidiariesSubsidiaries obtaining actual knowledge of (i) the institution of any action, and compliance suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower with or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the terms of this Agreement Lenders), which, in each case would reasonably be expected to have a Material Adverse Effect, the Borrower shall promptly give notice thereof to the Lenders and the provide such other Credit Documents information as may be requested by the Administrative Agent or any Lender that is reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters; (g) Together with each set of financial statements required by paragraph (a) above, a certificate of the independent certified public accountants rendering the report and opinion thereon (which certificate may from time be limited to time reasonably request. Reports the extent required by accounting rules or otherwise) stating that, in connection with their audit, nothing has come to their attention that caused them to believe that the Borrower failed to comply with the terms, covenants, provisions or conditions of Sections 5.4, 5.5, 5.6, 6.1, 6.2 and 6.4 through 6.7, inclusive, or if a failure to comply has come to their attention, specifying the nature and period of existence thereof; (h) Information required to be delivered pursuant to Sections 5.01(a)(iparagraphs (a), (iib) and (ivd) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior provides notice to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and that such information has been posted on the Borrower’s website on the internet at the website address listed on the signature pages of such notice, at xxx.xxx.xxx or at another website accessible by the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agentwithout charge; provided, however, that: (1) provided that the Borrower shall deliver paper copies of such the reports and financial statements referred to in paragraphs (a), (b) and (d) of this Section 5.1 to the Administrative Agent and the Lenders upon written request therefor; (2) or any Lender who requests the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any to deliver such reports and provide paper copies until written notice to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred cease delivering paper copies is given by the Administrative Agent in creating and maintaining or such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)Lender.

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and for each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, its consolidated balance sheet and related statements of operations, shareholders’ equity and cash flows showing the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements financial condition of the Borrower and its consolidated Subsidiaries (prepared on a consolidated andas of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and together with comparative figures for the Fiscal Year immediately preceding fiscal year, all audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” explanatory note or any similar qualification or exception and without any qualification or exception as to date, certified by a Responsible Officer the scope of such audit) to the Borrower to effect that such consolidated financial statements fairly present fairly in all material respects the financial condition, condition and results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its consolidated Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed basis in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection accordance with all such Financial StatementsGAAP; (iiib) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including of the end first three fiscal quarters of each Fiscal Year)fiscal year, a compliance certificate its unaudited consolidated balance sheet and related statements of executed operations and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a Responsible Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in substantially accordance with GAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) of this Section, a certificate of a Financial Officer of the form of Exhibit N Borrower (a "Compliance Certificate"i) which (A) states certifying that no Default or Event of Default has occurred and is continuing, or, if any such a Default or an Event of Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets setting forth computations in reasonable detaildetail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.12 (in the case of a certificate delivered with the financial statements required by paragraph (a) of this Section) and 6.13; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the last day end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the most recently ended Fiscal Quarter functions of said Commission, or Fiscal Year (with any national securities exchange, or distributed to its shareholders, as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ivf) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its SubsidiariesSubsidiary, a copy of any notice“management letter” received by any such person from its certified public accountants and the management’s response thereto; (g) as soon as practicable and in any event (i) within 10 Business Days after the receipt by the Borrower of the annual valuation report prepared for the ESOP for each fiscal year, summonscommencing with the fiscal year ending September 30, citations or other written communications concerning any actual2009, allegeddeliver to the Administrative Agent a copy of such report, suspected or threatened material violation and (ii) on the date that is the earlier of (x) 180 days after the date of any Environmental Lawacquisition with a purchase price in excess of $20,000,000 or for which the acquired entity shall have 300 or more employees and (y) the second anniversary of the delivery of the most recent repurchase liability study of the Borrower prepared for the ESOP, or deliver to the Administrative Agent (with sufficient copies for each of the Lenders) copies of a repurchase liability study of the Borrower prepared for the ESOP as of a recent date, in each case in form and substance reasonably acceptable to the Administrative Agent. (h) within 45 days after the end of the first and third fiscal quarters of the Borrower, a certificate of a Financial Officer of the Borrower listing each new Material Contract entered into since the Closing Date; (i) promptly after the request by any material liability Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (j) within 30 days after the end of each of the first two months of each fiscal quarter, its internally prepared summary financial statements, in a form reasonably satisfactory to the Administrative Agent, showing the consolidated financial position of the Borrower and the Subsidiaries as of the close of such month and the results of operations and the operations of the Subsidiaries for such month and the elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year; and (k) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent onlySubsidiary, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), or any Lender (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by acting through the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)reasonably request.

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and Agent, which shall furnish to each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon upon the earlier of the date that is ninety (90) days after the end of each fiscal year of the Borrower and the date such information is filed with the SEC, a consolidated balance sheet of the Borrower and its Subsidiaries as available at the end of such fiscal year, and the related consolidated statements of income or operations, changes in no event later than equity holders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of BDO USA, LLP, or such other independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) upon the earlier of the date that is forty-five (45) days after the last day end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of the BorrowerBorrower and the date such information is filed with the SEC, a copy of the Financial Statements consolidated balance sheet of the Borrower and its Subsidiaries (prepared on a as at the end of such fiscal quarter, and the related consolidated andstatements of income or operations, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) changes in equity holders’ equity and cash flows for such Fiscal Quarter fiscal quarter and for the Fiscal Year to dateportion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Borrower to present as fairly in all material respects presenting the financial condition, results of operations operations, equity holders’ equity and other information reflected therein cash flows of the Borrower and to have been prepared in accordance with GAAP (its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer in the form of Exhibit G (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) As in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow and in reasonable detail the Available Amount as at the end of the fiscal year to which such financial statements relate; (d) as soon as available and available, but in no any event later than one hundred twenty within sixty (12060) days after the close end of each Fiscal Year fiscal year of the Borrower, (A) copies of the audited Financial Statements an annual business plan and budget of the Borrower and its Subsidiaries (prepared on a consolidated andbasis, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited including forecasts prepared by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies management of the unqualified opinions (or opinions containing such qualifications as Borrower, in form satisfactory to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) andLenders, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available of consolidated balance sheets and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income or operations and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts flows of the Borrower and its Subsidiaries that are included as part of on a monthly basis for the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)immediately following fiscal year; (viie) As soon as possible and in no event later than five (5) Business Days promptly after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filedsame become publicly available, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agentperiodic and other reports, copies of any proxy statements and other material report or other material document not otherwise described in this Section 5.01(a) that was materials filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary with the SEC, or any new Equity Securities Governmental Authority succeeding to any or all of the functions of the SEC, or with any existing Subsidiarynational securities exchange, written notice thereofor distributed to its equity holders, as the case may be; (xiif) As soon as possible and in no event later than thirty (30) days promptly after the receipt thereof by the Borrower or any of its Subsidiariessubsidiaries, a copy of any notice“management letter” received by any such Person from its certified public accountants and the management’s response thereto; (g) promptly after the request by any Lender, summonsall documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, including the USA PATRIOT Act; (h) promptly after the request by the Administrative Agent or any material liability Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its Subsidiaries for Environmental Damages; ERISA Affiliates may request with respect to any Multiemployer Plan and (xiiiii) To any notices described in Section 101(l)(1) of ERISA that the Administrative Agent only, as soon as practicable, and in Borrower or any event within five (5) Business Days after a Responsible Officer of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Defaultapplicable Multiemployer Plan, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect theretothe applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (xivi) Such promptly, from time to time, such other instrumentsinformation regarding the operations, agreements, certificates, statements, documents business affairs and information relating to any material adverse change in the operations or financial condition (financial or otherwise) of the Borrower or its Subsidiariesany Subsidiary, and or compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent or any Lender may from time to time reasonably request. Reports Documents required to be delivered pursuant to Sections 5.01(a)(i), Section 5.04(a) or (iib) and or Section 5.04(e) (ivto the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if soso delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such reports prior to 5:00 p.m.documents, electronically or provides a link thereto on IntraLinks/IntraAgency the Borrower’s website on the Internet; or other relevant website (b) 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 and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent); providedprovided that, however, that: (1i) the Borrower shall deliver paper copies of such reports documents to the Administrative Agent and or any Lender upon its request to the Lenders upon Borrower to deliver such paper copies until a written request therefor; to cease delivering paper copies is given by the Administrative Agent or such Lender and (2ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by fax transmission or e-mail transmission) of the posting of any such reports documents and provide to the Administrative Agent by e-mail electronic mail versions (i.e. i.e., soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the documents. The Administrative Agent for all costs and expenses incurred by shall have no obligation to request the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency delivery of or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent maintain paper copies of the Compliance Certificates required pursuant documents referred to Section 5.01(a)(iii)above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestAgent: (ia) As soon as available and in no event later than forty-five (45) within 105 days after the last day end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the first three Fiscal Quarters close of each Fiscal Year of the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and fiscal year, together with comparative figures for the Fiscal Year immediately preceding fiscal year, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to date, certified by a Responsible Officer of the Borrower to effect that such consolidated financial statements present fairly in all material respects the financial condition, condition and results of operations of the Borrower and other information reflected therein and to have been prepared its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the close of and for such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes); (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under paragraph (120a) days after the close of each Fiscal Year of the Borrower, or (Ab) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year)above, a compliance certificate of Compliance Certificate executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate"i) which (A) states certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and is continuingextent thereof and any corrective action taken or proposed to be taken with respect thereto, or(ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such Default change has occurred occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and is continuingother reports, a statement as proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detailits shareholders generally, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ive) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice“management letter” received by any such Person from its certified public accountants and the management’s response thereto; (f) promptly, summonsfrom time to time, citations or such other written communications concerning any actualinformation regarding the operations, alleged, suspected or threatened material violation of any Environmental Law, or any material liability business affairs and financial condition of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent onlySubsidiary, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents Agreement, as the Administrative Agent or any Lender may from time to time reasonably request; (g) promptly, following a request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Reports Documents required to be delivered pursuant to Sections 5.01(a)(i), this Section 6.04 (ii) and (ivto the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if soso delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such reports prior to 5:00 p.m.documents, electronically or provides a link thereto on IntraLinks/IntraAgency the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or other relevant website (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 and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent); provided, however, that: (1i) the Borrower shall deliver paper copies of such reports documents to the Administrative Agent and or any Lender upon its request to the Lenders upon Borrower to deliver such paper copies until a written request therefor; to cease delivering paper copies is given by the Administrative Agent or such Lender and (2ii) the Borrower shall notify the Administrative Agent (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such reports and provide to the documents. The Administrative Agent by electronic mail versions (i.e. soft copies) shall have no obligation to request the delivery of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent maintain paper copies of the Compliance Certificates required pursuant documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower 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 upon the written request of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01(a)(iii10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the Administrative Agent and for distribution to each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 120 days after the last day end of each fiscal year, the consolidated balance sheet and related statements of comprehensive income, changes in stockholders’ equity and cash flows showing the financial condition and results of operations of the first three Fiscal Quarters of each Fiscal Year Borrower and its consolidated Subsidiaries as of the Borrowerclose of and during such fiscal year on a consolidated basis, audited by independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be subject to (i) a copy “going concern” or like qualification, exception or emphasis (other than with respect to, or resulting from, (A) an upcoming maturity date of the Financial Statements any Indebtedness of the Borrower and its Subsidiaries occurring within one year from the time such opinion is delivered, (prepared B) solely with respect to the Term Facility, any actual breach of the financial maintenance covenant set forth in Section 6.10 or, with respect to any Indebtedness, any potential inability to satisfy a financial maintenance covenant on a consolidated andfuture date or in a future period or (C) the activities of Unrestricted Subsidiaries) or (ii) a qualification, at any time during which exception or emphasis as to the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer scope of the Borrower relevant audit) to the effect that such consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, position and consolidated results of operations operations, stockholders’ equity and other information reflected therein cash flows of the Borrower and to have been prepared its consolidated Subsidiaries in accordance with GAAP consistently applied, together with comparative figures for the immediately preceding fiscal year, together with a “management discussion and analysis of financial condition and result of operations” in reasonably customary form and substance (it being understood that all of the foregoing information may be furnished in the form of a Form 10-K and only the information required by such Form 10-K shall be required by this Section 5.04(a)); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the consolidated balance sheet and related statements of comprehensive income and change in cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of operations of the Borrower and its consolidated Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments (it being understood that all of the foregoing information may be furnished in the form of a Form 10-Q and only the absence of footnotesinformation required by such Form 10-Q shall be required by this Section 5.04(b)); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above at a time when there are one or more Unrestricted Subsidiaries, consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements; (d) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a Compliance Certificate (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) As soon as available and setting forth computations in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants detail reasonably acceptable satisfactory to the Administrative Agent, and (B) copies of Agent demonstrating compliance with the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed financial maintenance covenant contained in writing could not reasonably be expected to result in a Material Adverse Effect) and, Section 6.10 only to the extent deliveredthen in effect and, management letters in the case of a certificate delivered with the financial statements required by such accountants in connection paragraph (a) above with all such Financial Statementsrespect to a fiscal year ending on or after December 31, 2019, setting forth the Borrower’s calculation of Excess Cash Flow; (iiie) As soon as available and in any event prior to the consummation of a Qualified Public Offering, within 45 90 days after the end of each Fiscal Quarter fiscal year of the Borrower (beginning with the fiscal year ending December 31, 2018), a detailed consolidated budget for the then-current fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of each Fiscal Year)and for such then-current fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, a compliance certificate promptly when available, any significant revisions of executed such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by a Responsible Officer Holdings, the Borrower or any other Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as functions of the last day of the most recently ended Fiscal Quarter Securities and Exchange Commission, or Fiscal Year (with any national securities exchange, or distributed to its shareholders, as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ivg) As soon as availablepromptly after the receipt thereof by Holdings, the Borrower or any other Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; (h) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (i) promptly after the reasonable request by the Administrative Agent or any event not later than forty-five Lender, copies of (45i) days following the end any documents described in Section 101(k)(1) of each Fiscal Year of ERISA that Holdings, the Borrower, the Projections other Restricted Subsidiaries or any of their ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that Holdings, the Borrower, the other Restricted Subsidiaries or any of their ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if Holdings, the Borrower, the other Restricted Subsidiaries or any of their ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the Loan Parties applicable Multiemployer Plan, Holdings, the Borrower, the other Restricted Subsidiaries or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (j) promptly, from time to time, (i) such other information regarding the next Fiscal Year (prepared on a consolidated andoperations, at any time during which business affairs and financial condition of Holdings, the Borrower has or any Material Subsidiariesother Restricted Subsidiary, consolidatingor compliance with the terms of any Loan Document, basis), includingand (ii) information and documentation necessary for purposes of compliance with the Beneficial Ownership Regulation, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to as the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate)Lender, or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by acting through the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports Information required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, this Section 5.04 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on the date on which the Borrower posts such reports prior to 5:00 p.m.SyndTrak, electronically on IntraLinks/IntraAgency IntraLinks or other relevant website a similar site to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored been granted access; provided that upon written request by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower Holdings shall deliver paper copies of such reports documents to the Administrative Agent and the Lenders upon for further distribution to each Lender until a written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred cease delivering paper copies is given by the Administrative Agent in creating Agent. Information required to be delivered pursuant to this Section 5.04 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper its copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)such documents.

Financial Statements, Reports, etc. The Borrower Company shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestholder of Notes: (a) not later than the earlier of (i) As soon as available and in no event later than forty-five (45) 120 days after the last day end of each fiscal year of the Company and (ii) the date on which such corresponding financial statements are delivered under any Material Credit Facility, a consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (b) not later than the earlier of (i) 75 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year fiscal year of the BorrowerCompany and (ii) the date on which such corresponding financial statements are delivered under any Material Credit Facility, a copy consolidated balance sheet of the Financial Statements Company and its consolidated Subsidiaries as of the Borrower end of such quarter and its Subsidiaries (prepared on a the related consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) statements of income for such Fiscal Quarter and quarter, for the Fiscal Year to date, certified by a Responsible Officer portion of the Borrower Company’s fiscal year ended at the end of such quarter, and the related consolidated statement of cash flows for the portion of the Company’s fiscal year ended at the end of such quarter, setting forth comparative figures for the corresponding date in the previous year and period to present fairly the extent required in Form 10-Q, all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP certified (subject to normal year-end audit adjustments and the absence of footnotes)) as to fairness of presentation, GAAP and consistency by a Senior Financial Officer of the Company; (iic) As soon as available and in no event later than one hundred twenty (120) days after the close simultaneously with any delivery of each Fiscal Year set of financial statements referred to in subsections (a) and (b) above, a certificate of a Senior Financial Officer of the Borrower, Company (Ai) copies setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the covenant contained in Section 8.6 on the date of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agentfinancial statements, and (Bii) copies stating whether any Default or Event of Default exists on the unqualified opinions (or opinions containing date of such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) certificate and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrowerthen exists, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth the details of such event or condition thereof and the action which that the Borrower Company is taking or proposes to take with respect thereto; (viiid) As soon as available and in no event later than five (5) Business Days after they are filed, copies forthwith upon becoming aware of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period a certificate of existence thereof, and, to the Administrative Agent and each a Senior Financial Officer of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying Company setting forth the nature and period of existence details thereof and specifying what the action that the Borrower Company is taking or proposes to take with respect thereto; and; (xive) Such promptly upon the filing thereof, copies of each final prospectus (other instrumentsthan a prospectus included in any registration statement on Form S-8 or its equivalent or with respect to a dividend reinvestment plan) and all reports on Forms 10-K, agreements10-Q and 8-K and similar reports that the Company shall have filed with the Commission, certificates, statements, documents and information relating or any Governmental Authority succeeding to any material adverse change in of or all the operations or condition (financial or otherwise) functions of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).Commission;

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 120 days after the last day end of each fiscal year, a consolidated balance sheet and related consolidated statements of income and retained earnings and of cash flows of the first three Fiscal Quarters of each Fiscal Year of Borrower showing the Borrower, a copy of the Financial Statements financial condition of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which subsidiaries as of the Borrower has any Material Subsidiaries, consolidating, basis) for close of such Fiscal Quarter fiscal year and for the Fiscal Year to date, certified by a Responsible Officer results of the operations of the Borrower and its consolidated subsidiaries during such year, audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly in all material respects the financial condition, condition and results of operations of the Borrower on a consolidated basis; (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet and other information reflected therein related consolidated statements of income and retained earnings and of cash flows of the Borrower, showing the financial condition of the Borrower and the consolidated subsidiaries as of the close of such fiscal quarter and the results of the operations of the Borrower and the consolidated subsidiaries during such fiscal quarter and then elapsed portion of the fiscal year, all certified by one of its Financial Officers to have been prepared the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP (consistently applied, subject to normal year-end audit adjustments and the absence of footnotes)adjustments; (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under (120b) days after the close of each Fiscal Year above, a certificate of the Borrower, Financial Officer (Ai) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states certifying that no Event of Default or Default has occurred and is continuing, or, if any such an Event of Default or Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets in the case of each delivery of statements, setting forth computations in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably detail satisfactory to the Administrative Agent (and in accompanied by any event to include projected Capital Expenditures and quarterly projections of supporting information which shall have been reasonably requested by the Borrower’s Administrative Agent or the Required Lenders) demonstrating compliance with each of the covenants set forth contained in Section 5.03 of this AgreementSections 6.08 and 6.09; (vd) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request thereforsame become publicly available, copies of each monthly account statement (showing account balance all periodic and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual reportother reports, proxy statements and other materials filed by it or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file Subsidiary with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental LawCommission, or any material liability of the Borrower or Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent onlyshareholders, as soon as practicablethe case may be (other than registration statements relating to employee benefit plans or to the registration of securities for selling security holders or pre-effective amendments, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, andthat shall not be declared effective, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect theretoregistration statements); and (xive) Such promptly, from time to time, such other instrumentsinformation regarding the operations, agreements, certificates, statements, documents business affairs and information relating to any material adverse change in the operations or financial condition (financial or otherwise) of the Borrower or its and the Subsidiaries, and compliance by the Borrower or compli ance with the terms of this Agreement and the other Credit Documents any Loan Document (including a certificate with respect thereto), as the Administrative Agent or any Lender may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and (which shall furnish such statements, certificates or other documents received pursuant to this Section 5.04 to each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request:Issuing Bank): (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders' equity and cash flows showing the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements financial condition of the Borrower and its consolidated Subsidiaries (prepared on a consolidated andas of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and together with comparative figures for the Fiscal Year immediately preceding fiscal year, all audited by Arthur Andersen LLP or other independent public accountants of xxxxxnxxxx xxxional standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to date, certified by a Responsible Officer of the Borrower to effect that such consolidated financial statements fairly present fairly in all material respects the financial condition, condition and results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its consolidated Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed basis in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection accordance with all such Financial StatementsGAAP consistently applied; (iiib) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including of the end first three fiscal quarters of each Fiscal Year)fiscal year, a compliance certificate its consolidated balance sheet and related statements of executed by a Responsible Officer income, stockholders' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in substantially the form immediately preceding fiscal year, all certified by one of Exhibit N its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a "Compliance Certificate"certificate of a Financial Officer opining on or certifying such statements (i) which (A) states certifying that no Event of Default or Default has occurred and is continuing, or, if any such an Event of Default or Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets setting forth computations in reasonable detaildetail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.11, 6.12, 6.13 and 6.14 and (x) in the case of a certificate delivered with the financial statements required by paragraph (b) above for the second fiscal quarter of each year, setting forth the Borrower's calculation of Excess Cash Flow, and (y) in the case of the certificate delivered pursuant to this paragraph (c) with the financial statements under paragraph (a) above for the fiscal year ended December 31, 2001, a reasonably detailed schedule showing the pro forma adjustments made to calculate Consolidated EBITDA for the fiscal quarters ended March 31, 2001 and June 30, 2001, as contemplated by the last sentence of the definition of Consolidated EBITDA (which shall include all pro forma adjustments resulting from the 2001 Cost Reduction Plan calculated as contemplated pursuant to Schedule 5.04(d)(1)), (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines); and in the case of the certificate delivered pursuant to this paragraph (d) with the financial statements under paragraph (a) above for the fiscal year ended December 31, 2001, such report of such accounting firm shall be substantially in the form of Schedule 5.04(d)(2) and shall be accompanied by the additional report of such accounting firm in the form of 5.04(d)(3). (e) no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the then current fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the last day end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the most recently ended Fiscal Quarter functions of said Commission, or Fiscal Year (with any national securities exchange, or distributed to its shareholders, as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ivg) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used receipt thereof by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On Holdings or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiariestheir respective subsidiaries, a copy of any notice, summons, citations or other written communications concerning "management letter" received by any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of such person from its certified public accountants and the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect management's response thereto; and (xivh) Such promptly, from time to time, such other instrumentsinformation regarding the operations, agreementsbusiness affairs and financial condition of Holdings, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiariesany Subsidiary, and or compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent or any Lender may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of the Parent Borrower, furnish to the Administrative Agent, the Syndication Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available within 5 Business Days after any filing of its annual report on Form 10-K with the Securities and Exchange Commission (but in no event later than forty-five (45) 120 days after the last day end of each fiscal year), (i) its consolidated balance sheet and related statements of operations, changes in stockholders' equity and cash flows, all audited by Xxxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing reasonably acceptable to the first three Fiscal Quarters Required Lenders and accompanied by an opinion of each Fiscal Year of such accountants (which shall not be qualified in any material respect) to the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries (prepared on a effect that such consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to financial statements fairly present fairly in all material respects the financial condition, results of operations operations, changes in stockholders' equity and other information reflected therein cash flows of the Parent Borrower and to have been prepared its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; and (ii) an unaudited consolidated balance sheet and statement of operations for each of Charter Behavioral, Green Spring and Public Solutions. (b) within 5 Business Days after any filing of its quarterly report on Form 10-Q with the Securities and Exchange Commission (but in no event later than 60 days after the end of each of the first three fiscal quarters of each fiscal year), (i) its consolidated balance sheet and related statements of operations and cash flows showing the financial condition of the Parent Borrower and its consolidated Subsidiaries, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, applied on a basis consistent with the application of GAAP to the Parent Borrower's most recent financial statements delivered pursuant to Section 5.04(a), subject to normal year-end audit adjustments and adjustments, the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited notes that are not required by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent GAAP and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered condensed presentation permitted by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by of the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission forms promulgated under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, 1934 and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) consolidated balance sheets and statements of operations of each of Charter Behavioral, Green Spring and Public Solutions, showing the financial condition of Charter Behavioral, Green Spring and Public Solutions, in the cases of (i) and (ivii) may be delivered electronically and if so, shall be deemed to have been delivered on of this paragraph as of the date on which the Borrower posts close of such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent fiscal quarter and the Lenders have access (whether a commercial, third-party website or whether sponsored by results of its operations and the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies operations of such reports to the Administrative Agent Subsidiaries during such fiscal quarter and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent then elapsed portion of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)fiscal year.

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 95 days after the last day end of each fiscal year, its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and the related consolidated earnings statement showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (without a “going concern” qualification or exception and without any qualification or exception with respect to the scope of such opinion) to the effect that such consolidated financial statements fairly present the Company’s financial condition and results of operations on a consolidated basis in accordance with GAAP; (b) within 50 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheet and related consolidated earnings statement, showing its consolidated financial condition as of the Borrower, a copy close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the Financial Statements fiscal year (and each delivery of such statements shall be deemed a representation that such statements fairly present the Borrower Company’s financial condition and its Subsidiaries (prepared results of operations on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (GAAP, subject to normal year-end audit adjustments and the absence of footnotes); (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under paragraph (120a) days after the close of each Fiscal Year of the Borrower, or (Ab) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year)above, a compliance certificate of executed by a Responsible Financial Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate"i) which (A) states certifying that no Event of Default or Default has occurred and is continuing, or, if any such an Event of Default or Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets forth calculating the Consolidated Leverage Ratio in reasonable detail, detail as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as applicable fiscal period and calculating the case may be), the calculation of the financial ratios and tests provided Consolidated Interest Coverage Ratio in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties reasonable detail for the next Fiscal Year (prepared period of four fiscal quarters ending on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longerfiscal period; and (Bd) To the Administrative Agent onlypromptly, promptly after from time to time, such other information as any Lender shall reasonably request through the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports Information required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, this Section 5.3 shall be deemed to have been effectively delivered (including for purposes of Section 8.1(b)) on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports Company provides notice to the Administrative Agent (which notice the Administrative Agent shall promptly provide to the Lenders) that such information has been posted on the SEC website on the Internet at xxx.xxx/xxxxx/xxxxxxxx.xxx (or any successor website), on the Company’s IntraLinks site at xxxxxxxxxx.xxx or at another relevant website identified in such notice and accessible by the Lenders upon written request therefor; (2) without charge. Any such notice by the Borrower shall notify (which Company or the Administrative Agent may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide e-mail to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent addresses provided in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iiiSections 8.1(b) and 8.1(c).

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the Administrative Agent (and each Lender the following, each in such form and such detail as the Administrative Agent will promptly furnish such information to the Lenders): (a) At any time following the occurrence and continuance of an Availability Triggering Event, within 30 days of the end of each fiscal month occurring after such continuing Availability Triggering Event, for such fiscal month, a consolidated balance sheet and related statements of operations and cash flows showing the consolidated financial position of Holdings and its Subsidiaries, on a basis consistent with the basis for Holdings’ historical preparation of monthly management financial report; 115 QDI – A&R Credit Agreement (2014) (b) Within 90 days (or such other time period as specified in the Required Lenders shall reasonably request: SEC’s rules and regulations with respect to non-accelerated filers for the filing of annual reports on Form 10-K), for each fiscal year (commencing with the fiscal year ending December 31, 2011), (i) As soon a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of each of (x) Holdings and its Subsidiaries and (y) Borrower and its Subsidiaries as available of the close of such fiscal year and the consolidated results of its operations during such year and, starting with the fiscal year ending December 31, 2011, setting forth in no event later than fortycomparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified as to scope of audit or as to the status of Holdings, Borrower or any Material Subsidiary as a going concern) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of Holdings and its Subsidiaries, or Borrower and its Subsidiaries, as applicable, on a consolidated basis in accordance with GAAP and (ii) management’s discussion and analysis (in reasonable detail) of significant operational and financial developments during the relevant period for Holdings and its Subsidiaries (it being understood that the delivery by Holdings of annual reports on Form 10-five K of Holdings and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) as to Holdings and its Subsidiaries to the extent such annual reports include the information specified herein); (45c) Within 45 days after (or such other time period as specified in the last day SEC’s rules and regulations with respect to non-accelerated filers for the filing of quarterly reports on Form 10-Q), for each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, (i) a consolidated balance sheet and related statements of operations and cash flows showing the Borrower, a copy financial position of the Financial Statements each of the (x) Holdings and its Subsidiaries and (y) Borrower and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year and (prepared on a consolidated and, at any time ii) management’s discussion and analysis of significant operational and financial developments during which the Borrower has any Material such quarterly period for Holdings and its Subsidiaries, consolidating, basis) for such Fiscal Quarter all of which shall be in reasonable detail and for the Fiscal Year to date, which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of the Borrower to present on behalf of Holdings as fairly presenting, in all material respects respects, the financial condition, position and results of operations of Holdings and other information reflected therein its Subsidiaries, or Borrower and to have been prepared its Subsidiaries, as applicable, on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); ) (iiit being understood that the delivery by Holdings of quarterly reports on Form 10-Q of Holdings and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(c) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower to Holdings and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after quarterly reports include the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(aspecified herein); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of each Borrower, furnish to the Administrative Agent and for distribution to each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 120 days after the last day end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or other independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP or SAP, as applicable (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (e) below of an annual report on Form 10-K containing the foregoing); (b) within 90 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, its consolidated balance sheet and related consolidated statements of income and cash flows showing its consolidated financial condition as of the Borrower, a copy close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Statements Officers as fairly presenting its financial condition and results of the Borrower and its Subsidiaries (prepared operations on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (or SAP, as applicable, subject to normal year-end audit adjustments and (it being agreed that the absence requirements of footnotesthis paragraph may be satisfied by the delivery pursuant to paragraph (e) below of a quarterly report on Form 10-Q containing the foregoing); (iic) As soon as available concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower extent thereof and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers corrective action taken or any other firm of independent certified public accountants reasonably acceptable proposed to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection taken with all such Financial Statementsrespect thereto; (iiid) As as soon as available and in any event within 45 90 days after the end of each Fiscal Quarter fiscal year, (including i) the end Statement of Actuarial Opinion of each Fiscal Year)of the Restricted Subsidiaries for such fiscal year and as filed with the Applicable Insurance Regulatory Authority and (ii) the Annual Statement of each of the Restricted Subsidiaries for such fiscal year and as filed with the Applicable Insurance Regulatory Authority, together with, in the case of the statements delivered pursuant to clause (ii) above, a compliance certificate of executed a Financial Officer to the effect that such statements present fairly the statutory assets, liabilities, capital and surplus, results of operations and cash flows of such Insurance Subsidiary in accordance with SAP; (e) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by a Responsible Officer it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuingSEC, or, if any such Default has occurred and is continuing, a statement as to in the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as case of the last day Company, copies of the most recently ended Fiscal Quarter or Fiscal Year (all reports distributed to its shareholders, as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ivf) As soon promptly, from time to time, such other information as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form Lender shall reasonably satisfactory to request through the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longerAgent; and (Bg) To the Administrative Agent onlyconcurrently with any delivery of financial statements under paragraph (a) or (b) above, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts calculations of the Borrower financial tests referred to in Sections 5.10, 5.14 and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request5.16. Reports Information required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, this Section 5.03 shall be deemed to have been (i) delivered to the Lenders on the date on which the Borrower posts Company provides written notice to the Administrative Agent that such reports prior information has been posted on the Company's website on the Internet at http://www.thehartford.com or is available on the website of xxx XXX xx xxxx://xxx.sec.gov (to 5:00 p.m.the extent such information has been xxxxxx xx xx xxxilable as described in such notice), electronically or (ii) distributed to each Lender on IntraLinks/IntraAgency or other relevant website to the date on which the Administrative Agent and shall have posted such information on an IntraLinks or similar site to which the Lenders have access (whether a commercial, third-party website or whether sponsored by been granted access; provided that the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower Company shall deliver paper copies of such reports information to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which any Lender that requests such delivery within 5 Business Days after such request. Information required to be delivered pursuant to this Section 5.03 may also be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent delivered by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred communications pursuant to procedures approved by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)Agent.

Financial Statements, Reports, etc. The Borrower Borrowers shall furnish ---------------------------------- deliver or cause to be delivered to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (i1) As soon as available and in no event Not later than forty-five (45) days after the last day of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 50 days after the end of each Fiscal Quarter (including the end of each Fiscal Year)first, second and third fiscal quarter, a compliance certificate copy of executed by Hibbett's 10-Q as filed with the Securities and Exchange Commission or if such filing is no longer required, a Responsible Officer balance sheet and a statement of revenues and expenses of Hibbett and its Consolidated Entities on a consolidated basis and a statement of cash flow of Hibbett and its Consolidated Entitles on a consolidated basis for such fiscal quarter and for the period beginning on the first day of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred fiscal year and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of ending on the last day of the most recently ended Fiscal Quarter or Fiscal Year such fiscal quarter (as the case may be), the calculation of the financial ratios in sufficient detail to indicate Hibbett's and tests provided in Section 5.03 to the extent each Consolidated Entity's compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.0377), together with statements in comparative form for the corresponding periods in the preceding fiscal year, and certified by the president or chief financial officer of Hibbett; each certificate provided pursuant to this clause (1) shall state that, except as disclosed in such certificate no Default has occurred and is continuing as of such date or, if such certificate discloses that a Default has occurred and is continuing as of such date, such certificate shall describe such Default in reasonable detail and state what action, if any, the Borrowers are taking or propose to take with respect thereto. (vi2) On or before Not later than 100 days after the date the next Compliance Certificate is required to be delivered by the Borrower, copies end of each annual reportfiscal year, proxy or financial statement or other report or communication sent to the stockholders a copy of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form Hibbett's 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file as filed with the Securities and Exchange Commission under Section 13 or 15(dif such filing is no longer required, financial statements (including a balance sheet, a statement of revenues and expenses, a statement of changes in shareholders' equity and a statement of cash flow) of Hibbett and its Consolidated Entities on a consolidated and for such fiscal year (in sufficient detail to indicate Hibbett's and each Consolidated Entity's compliance with the Securities Exchange Act of 1934financial covenants set forth in this Article 7), as amendedtogether with statements in comparative form for the preceding fiscal year, and not otherwise accompanied by an opinion of certified public accountants of recognized national standing, which opinion shall state in effect that such financial statements (A) were audited using generally accepted auditing standards, (B) were prepared in accordance with generally accepted accounting principles applied on a consistent basis, and (C) present fairly the financial condition and results of operations of Hibbett and its Consolidated Entities for the periods covered. (3) Together with the financial statements required to be delivered by paragraphs (1) and (2) above a compliance certificate duly executed by the president or chief financial officer of Hibbett in the form of Exhibit C attached hereto --------- ("Compliance Certificate"). (4) Promptly upon receipt thereof, copies of all management or similar letters submitted to the Lenders pursuant to other provisions Borrowers or any Consolidated Entity by independent accountants in connection with any annual or interim audit of this Section 5.01(a);the books of the Borrowers or any Consolidated Entity made by such accountants. (vii5) After the filing or receiving thereof, copies of all material reports and notices that any Borrower or other ERISA Affiliate files under ERISA with the Internal Revenue Service or the PBGC or the United States Department of Labor. (6) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of such other information regarding the Borrower becomes aware of the existence of any business affairs, financial condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents Consolidated Entities as the Administrative Agent may Lender shall reasonably request from time to time reasonably requestor at any time. Reports required The Lender shall have no obligation to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on make Advances or issue Letters of Credit at any time at which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency Borrowers or other relevant website to which any of them is delinquent in the Administrative Agent preparation and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies delivery of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent any of the posting items described above, whether or not such delinquency constitutes an Event of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)Default.

Financial Statements, Reports, etc. The Borrower shall furnish Deliver to the ---------------------------------- Administrative Agent and each Lender of the followingLenders: (a) within ninety (90) days after the end of each fiscal year, each in the Parent's and its Subsidiaries' consolidated balance sheets and related statements of income, stockholders' equity and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the close of such form fiscal year and the results of their respective operations during such detail as year, the Administrative Agent consolidated statements of the Parent to be audited for the Parent and its Subsidiaries by their current independent auditors or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall reasonably request:not be qualified other than with respect to the Cases or a going concern qualification) and to be certified by a Financial Officer of Parent to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; (ib) As soon as available and in no event later than within forty-five (45) days after the last day end of each of fiscal quarter (including the first three Fiscal Quarters fourth fiscal quarter) of each Fiscal Year of fiscal year, the Borrower, a copy of the Financial Statements of the Borrower Parent's and its Subsidiaries (prepared consolidated balance sheets and related statements of income, stockholders' equity and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated andbasis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then elapsed portion of the fiscal year, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, each certified by a Responsible Financial Officer of the Borrower to present Parent as fairly in all material respects presenting the financial condition, condition and results of operations of the Parent and other information reflected therein and to have been prepared its Subsidiaries on a consolidated basis in accordance with GAAP (GAAP, subject to normal year-end audit adjustments and the absence of footnotes)adjustments; (iic) As soon concurrently with any delivery of financial statements under paragraph (a) or (b) above as available and in no event later than one hundred twenty applicable, (120i) days after the close a certificate of each Fiscal Year a Financial Officer of the Borrower, Parent certifying such statements and (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred and is continuing, or, if such an Event of Default or event has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the provisions of Sections 6.3, 6.4, 6.5 and 6.10 and (ii) a certificate of the ------------ --- --- ---- Parent's accountants accompanying the audited consolidated financial statements delivered under paragraph (a) above certifying that, in the course of the regular audit of the business of the Parent and its Subsidiaries, such accountants have obtained no knowledge that an Event of Default has occurred and is continuing, a statement as to or if, in the opinion of such accountants, an Event of Default has occurred and is continuing, specifying the nature thereof and what action all relevant facts with respect thereto; (d) as soon as available, but no more than thirty (30) days after the end of each month (other than the last month of a fiscal quarter): (i) the unaudited monthly balance sheets and related statements of income and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal month and the results of their operations during such fiscal period and the then elapsed portion of the fiscal year, each certified by a Financial Officer of Parent as fairly presenting the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments, together with a certificate of a Financial Officer of the Parent setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with Section ------- 6.5; and (ii) a reconciliation of the results of the Borrowers' business --- operations for the preceding month as compared to the corresponding period in the forecast; (e) as soon as possible, and in any event within thirty (30) days of the Closing Date, a consolidated pro forma balance sheet of the Borrowers' financial condition as of October 15, 2001; (f) concurrently with any delivery of financial statements under paragraph (b) above, updates, if any, of the forecast delivered to the Administrative Agent pursuant to Section 4.1(i), satisfactory in form and -------------- substance to the Administrative Agent; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by it with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said commission, or with any national securities exchange, as the case may be; (h) as soon as available and in any event (A) within thirty (30) days after any Borrower or the Guarantors or any of their ERISA Affiliates knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Single Employer Plan of any of the Borrowers or the Guarantors or such ERISA Affiliate has occurred and (B) within ten (10) days after any of the Borrowers or the Guarantors or any of their ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement of a Financial Officer of such Borrower or the Guarantors describing such Termination Event and the action, if any, which such Borrower or the Guarantors or such ERISA Affiliate proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting periodthereto; (ivi) As soon as available, promptly and in any event not later than forty-five within ten (4510) days following after receipt thereof by any of the end Borrowers or the Guarantors or any of their ERISA Affiliates from the PBGC copies of each Fiscal Year notice received by such Borrower or the Guarantors or any such ERISA Affiliate of the Borrower, PBGC's intention to terminate any Single Employer Plan of such Borrower or the Projections of the Loan Parties for the next Fiscal Year Guarantors or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to j) if requested by the Administrative Agent Agent, promptly and in any event within thirty (30) days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to include projected Capital Expenditures and quarterly projections the annual report (Form 5500 Series) with respect to each Single Employer Plan of any of the Borrower’s compliance with each Borrowers, the Guarantors or any of the covenants set forth in Section 5.03 of this Agreementtheir ERISA Affiliates; (vk) The following information with respect within ten (10) days after notice is given or required to be given to the PBGC under Section 302(f)(4)(A) of ERISA of the failure of any of the Borrowers or the Guarantors or any of their ERISA Affiliates to make timely payments to a Plan, a copy of any such notice filed and a statement of a Financial Officer of such Borrower and its Subsidiaries: or the Guarantors setting forth (A) As soon as practicable after sufficient information necessary to determine the end amount of each Fiscal Quarterthe Lien under Section 302(f)(3), (B) the reason for the failure to make the required payments and (C) the action, if any, which the Borrowers or the Guarantors or any of their ERISA Affiliates proposed to take with respect thereto; (l) promptly and in any event no later than the last day within ten (10) days after receipt thereof by any of the immediately succeeding calendar monthBorrowers or the Guarantors or any ERISA Affiliate from a Multiemployer Plan sponsor, a quarterly comparable store sales report prepared with respect copy of each notice received by such Borrower or the Guarantors or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the portion meaning of Title IV of ERISA, (C) the Fiscal Year ended with such Fiscal Quartertermination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which report shall contain a listing of Stores owned and/or operated may be incurred, by the Borrowers or the Guarantors or any ERISA Affiliate in connection with any event described in clause (A), (B) or (C) above; (m) promptly, from time to time, such other information (including, without limitation, projections) regarding the operations, business affairs and financial condition of any Borrower and its Subsidiaries during such period (including currently existing Storesor the Guarantors, Store relocations and acquired Stores) opened and operating for 13 months or longercompliance with the terms of any material loan or financing agreements as the Administrative Agent, at the request of any Lender, may reasonably request; and (Bn) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request thereforsame is available, copies of each monthly account statement (showing account balance all pleadings, motions, applications, judicial information, financial information and monthly account activity) for all deposit and investment accounts other documents filed by or on behalf of any of the Borrower and its Subsidiaries that are included as part Borrowers with the Bankruptcy Court in the Cases, or distributed by or on behalf of any of the CollateralBorrowers to any official committee appointed in any of the Cases, providing copies of same to counsel for the Administrative Agent; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03.and (vio) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer January 31 of any Loan Party knows each year during the term of this Agreement, an updated forecast of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against Borrowers' cash flows for the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details period from January 1 of such event or condition year through December 31 of such year, on a monthly basis and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability anticipated uses of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, Commitment and such forecast shall be satisfactory in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature form and period of existence thereof, and, substance to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestAgent: (ia) As as soon as available and available, but in no event later than forty-five (45) any event, within 120 days after the last day of each of the first three Fiscal Quarters end of each Fiscal Year Year: a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows, showing the Borrower, a copy of the Financial Statements financial condition of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which as of the close of such Fiscal Year and the results of the operations of the Borrower has and its Subsidiaries during such Fiscal Year audited by auditors of recognized national standing, and a written statement of the Borrower’s management setting forth a discussion of the Borrower’s consolidated and consolidating financial condition, changes in financial condition and results of operations, in each case, only to the extent the same is made available on SEDAR; (b) as soon as available, but in any Material Subsidiariesevent within sixty (60) days after the end of each Fiscal Quarter, consolidatingother than the fourth (4th) Fiscal Quarter of each Fiscal Year: an unaudited consolidated balance sheet and related statements of operations, basis) for stockholders’ equity and cash flows (including a comparison to the previous year’s actual results and current year’s budget), showing the financial condition of the Borrower and its Subsidiaries as of the close of such Fiscal Quarter and for the results of the operations of the Borrower and its Subsidiaries during such Fiscal Quarter and the then-elapsed portion of the Fiscal Year to date, (it being understood that such information shall be in reasonable detail and certified by a Responsible Financial Officer of the Borrower to present Borrower, as fairly presenting in all material respects the financial condition, condition and results of operations of the Borrower and other information reflected therein and to have been prepared its Subsidiaries, on the pro forma basis described in paragraph (a) above, on a consolidated basis in accordance with GAAP (GAAP, subject to normal year-end audit adjustments and the absence of footnotesnotes); and a written statement of the Borrower’s management setting forth an overview of the Borrower’s financial performance for such Fiscal Quarter and, a discussion of the outlook for Borrower’s business, in each case, only to the extent the same is made available on SEDAR; (iic) As soon as available concurrently with any delivery of financial statements of the Borrower under paragraphs (a) and (b) above, a duly completed compliance certificate in no event later than one hundred twenty the form of Exhibit D (120) days after a “Compliance Certificate”), with appropriate insertions, dated the close date of each Fiscal Year such quarterly statements and signed by a Financial Officer of the Borrower, (A) copies containing a written statement to the effect that such officer has not become aware of any Default or Event of Default that has occurred or, if there is any such event, describing it and the steps, if any, being taken to cure it, and a detailed computation of each of the audited Financial Statements of the Borrower financial covenant ratios and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed restrictions set forth in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial StatementsArticle VII; (iiid) As as soon as available and available, but in any event within 45 no later than 120 days after the end of each Fiscal Quarter (including Year, the annual business plan approved by the Borrower’s board of directors, consisting of a consolidated balance sheet, cash flow statement, income statement of the Borrower on a consolidated basis, covering the one-year period until the next Fiscal Year end of each Fiscal Year)and prepared on a quarterly basis, a compliance certificate detailed description of executed by the sources and uses of funds permitted hereunder as Permitted Investments pursuant to paragraph (f) of Permitted Investments and as Permitted Indebtedness pursuant to Section 7.01(h); (e) concurrently with the delivery of the reporting set out in paragraph (b) above, a Responsible Officer schedule setting out the EBITDA, for the applicable reporting period, of the Loan Parties in aggregate and Non-Guarantor Subsidiaries on a per entity basis, pursuant to the best estimate of the management of the Borrower in substantially accordance with the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as public reporting of the last day of Borrower’s financial results, and further, concurrently with the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation delivery of the financial ratios statements in paragraph (a) above, a schedule setting out the aggregate value of all real and tests provided in Section 5.03 to personal property and other assets owned by each Non-Guarantor Subsidiary on a per entity basis, and the extent compliance with such financial ratios and tests is required to be tested as of the end of EBITDA, for the applicable accounting reporting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared in aggregate and Non-Guarantor Subsidiaries on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, per entity basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vf) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than within thirty (30) days after the receipt thereof end of each calendar month, or upon request by the Borrower or any Administrative Agent (provided that the Administrative Agent shall not make more one lxvi (1) request per week unless an Event of its SubsidiariesDefault has occurred and is continuing), a copy Borrowing Base Certificate dated as of such month-end and executed by a Financial Officer on behalf of Borrower; provided that (i) Borrower may deliver a Borrowing Base Certificate more frequently if it chooses; and (ii) at any noticetime a Default or an Event of Default exists, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Administrative Agent may require Borrower or any of its Subsidiaries for Environmental Damagesto deliver Borrowing Base Certificates more frequently; (xiiig) To concurrently with the delivery of the Borrowing Base Certificate required by paragraph (f), a schedule of Eligible Accounts and Eligible Inventory as of the last Business Day of such month, in form reasonably satisfactory to Administrative Agent onlyAgent, setting forth a detailed aged trial balance of all of Borrower’s then existing Eligible Accounts and Eligible Inventory, specifying the name of and the balance due from (and any rebate due to) each Account Debtor (with respect to an Eligible Account) obligated on any Eligible Account so listed, and a schedule of all bank statements and account balances with respect to the Excluded Accounts and with respect to the Deposit Accounts described in Section 6.20(d), as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware last Business Day of such month; (h) concurrently with the delivery of the existence of any condition or event which constitutes a Default or Event of Defaultreporting set out in paragraph (b) above, telephonic notice specifying the nature internally prepared operational reporting package evidencing Borrower’s progress relative to its transition plan and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect theretofinancial projections; and (xivi) Such promptly from time to time, such other instrumentsinformation regarding the operations, agreements, certificates, statements, documents business affairs and information relating to any material adverse change in the operations or financial condition (financial or otherwise) of the Borrower Loan Parties, or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of the Company, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestPurchaser: (i) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, its consolidated balance sheet and related statements of operations, stockholders' equity and cash flows showing the financial condition of the first three Fiscal Quarters of each Fiscal Year Company and its consolidated Subsidiaries as of the Borrowerclose of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, a copy all audited by Ernst & Young LLP or other independent public accountants of recognized national standing acceptable to the Purchaser and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Financial Statements of the Borrower Company and its consolidated Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes)consistently applied; (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including of the end first three fiscal quarters of each Fiscal Year)fiscal year, its consolidated balance sheet and related statements of operations, stockholders' equity and cash flows showing the financial condition of the Company and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (iii) concurrently with any delivery of financial statements under sub-paragraph (i) or (ii) above, a compliance letter of the accounting firm or certificate of executed the Financial Officer reporting on or certifying such statements (which letter, when furnished by a Responsible Officer an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) reporting that they are unaware that any Event of Default has occurred, in the case of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states accounting firm, or certifying that no Event of Default or Default has occurred and is continuingoccurred, in the case of the Financial Officer, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to or Default has occurred, specifying the financial covenants set forth in Section 5.03. (vi) On nature and extent thereof and any corrective action taken or before the date the next Compliance Certificate is required proposed to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take taken with respect thereto; (viiiiv) As soon as available and in no event later than five (5) Business Days promptly after they are filedthe same become publicly available, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agentperiodic and other reports, copies of any proxy statements and other material report or other material document not otherwise described in this Section 5.01(a) that was materials filed by the Borrower Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any Governmental Authority;national securities exchange, or distributed to its shareholders, as the case may be; and (xv) As soon as possible and in no event later than five (5) Business Days after prior to the occurrence beginning of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiarieseach fiscal year, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation the budget for its consolidated balance sheet and related statements of any Environmental Law, or any material liability income and cash flows for each quarter of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect theretofiscal year; and (xivvi) Such promptly, from time to time, such other instrumentsinformation regarding the operations, agreements, certificates, statements, documents business affairs and information relating to any material adverse change in the operations or financial condition (financial or otherwise) of the Borrower Company or its Subsidiariesany Subsidiary, and or compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent Purchaser may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall furnish to the Administrative Agent and (with a copy for each Lender Bank to be forwarded by Administrative Agent) the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than forty-five Within fifty (4550) days after the last day of each fiscal quarter of the first three Fiscal Quarters of each Fiscal Year of the Borrower, (A) a copy of the Financial Statements of Borrower for such quarter and for the fiscal year to date (including consolidated Financial Statements for Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date), certified by a Responsible Officer the president or chief financial officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments adjustments) and (B) the absence of footnotes)Form 10-Q Report filed by Borrower with the Securities and Exchange Commission for such quarter; (ii) As soon as available and in no event later than one hundred twenty Within ninety-five (12095) days after the close of each Fiscal Year fiscal year of the Borrower, (A) copies of the audited Financial Statements of the Borrower for such year (including consolidated Financial Statements for Borrower and its Subsidiaries (Subsidiaries), prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative AgentBank, and (B) copies of the unqualified opinions (or qualified opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, acceptable to the extent delivered, Banks) and management letters delivered by such accountants in connection with all such Financial Statements, (C) certificates of all such accountants to Bank stating that in making the examination necessary for their opinion they have obtained no knowledge of any Event of Default or Default which has occurred and is continuing, or if, in the opinion of such accountants, an Event of Default or Default has occurred and is continuing, a statement as to the nature thereof (or other certificates of such accountants reasonably acceptable to Required Banks) and (D) the Form 10-K Report filed by Borrower with the Securities and Exchange Commission for such year; (iii) As soon as available Contemporaneously with the quarterly and in any event within 45 days after year-end financial statements required by the end of each Fiscal Quarter foregoing clauses (including the end of each Fiscal Yeari) and (ii), a compliance certificate of executed by a Responsible Officer the president or chief financial officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") such detail as Administrative Agent may reasonably request which (A) states sets forth the calculations conducted to verify that Borrower is in compliance with each of the financial covenants set forth in Paragraph 5.02(m) and stating that no Event of Default and no Default has occurred and is continuing, or, if any such Event of Default or Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and thereto, (B) sets forth in reasonable detailstates that the Year 2000 remediation efforts of Borrower and its Subsidiaries are proceeding as scheduled, and (C) indicates whether an auditor, regulator or third party consultant has issued a management letter or other communication regarding any Material Adverse Effect the Year 2000 exposure, program or progress could have on Borrower and its Subsidiaries taken as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting perioda whole; (iv) As soon as availableavailable and in no event later than fifteen (15) days after the last day of each fiscal month, (A) agings of Borrower's and its Subsidiaries' accounts receivable and accounts payable as of the last day of each month, (B) a report of Borrower's and its Subsidiaries' inventory as of the last day of such month, and (C) a certificate in any event not later than forty-five the form of Exhibit K (45) days following or other form acceptable to Administrative Agent), appropriately completed (a "Borrowing Base Certificate"), which sets forth the end of each Fiscal Year calculation of the Borrowing Base as of such last day of such month, certified by the chief financial officer or treasurer of Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer officer of any Loan Party Borrower knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, ; (B) any actual or threatened litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by Borrower or any Loan Party of its Subsidiaries of $5,000,000 1,000,000 or more (alone or in the aggregate), or ; (C) any other event or condition which is could reasonably likely be expected to have a Material Adverse Effect, ; or (D) any Event of Default or Default; the statement of a Responsible Officer the president or chief financial officer of the Borrower setting forth details of such event event, condition, Event of Default or condition Default and the action which the Borrower proposes to take with respect thereto; (viiivi) As soon as possible and in no event later than five (5) Business Days after they are sent, made available or filed, copies of all registration statements and reports filed by Borrower with the Securities and Exchange Commission (including 8Q reports) and all reports, proxy statements and financial statements sent or made available by Borrower to its shareholders generally; (vii) As soon as possible and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xivviii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or any of its Subsidiaries, and compliance by the Borrower and its Subsidiaries with the terms of this Restated Credit Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall ----------------------------------- furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, its consolidated balance sheets (together with an unaudited description of consolidating entries) and related statements of income and changes in financial position, showing the financial condition of the Borrower and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such subsidiaries during such year, all audited by reputable independent public accountants acceptable to the Lender and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, its consolidated balance sheets (together with an unaudited description of consolidating entries) and related statements of income and changes in financial position, showing the Borrower, a copy of the Financial Statements financial condition of the Borrower and its Subsidiaries (prepared consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (consistently applied, subject to normal year-end audit adjustments and the absence of footnotes)notes; (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the accounting firm or Financial Officer opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) As soon as available and setting forth computations in no event later than one hundred twenty reasonable detail satisfactory to the Lender demonstrating compliance with the covenants contained in Sections 6.9 through 6.12, inclusive; (120d) days promptly after the close of each Fiscal Year of the Borrowersame become publicly available, (A) copies of all periodic and other reports, proxy statements and other materials filed by it with the audited Financial Statements Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (e) promptly upon receipt thereof, copies of any reports submitted to the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all examination of the financial statements of the Borrower made by such Financial Statementsaccountants; (iiif) As as soon as available possible and in any event within 45 ten (10) days after the end occurrence of each Fiscal Quarter (including the end Default or Event of each Fiscal Year)Default, a compliance certificate written notice setting forth the details of executed such Default or Event of Default and the action which is proposed to be taken by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting periodthereto; (ivg) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request thereforfurnishing thereof, copies of each monthly account statement (showing account balance any statement, report, document, notice, certificate, and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided correspondence furnished to any other party pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing terms of any Form 10-K indenture, loan, credit, or 10-Q by the Borrower) and registration statements which the Borrower may file or be required similar agreement relating to file with the Securities and Exchange Commission under Section 13 or 15(d) Indebtedness in excess of the Securities Exchange Act of 1934, as amended, $500,000 and not otherwise required to be delivered furnished to the Lenders Lender pursuant to any other provisions clause of this Section 5.01(a);5.4; and (viih) As soon as possible promptly, from time to time, such other information regarding the operations, business affairs and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or financial condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent onlysubsidiary, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent Lender may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestAgent: (ia) As soon as available and in no event later than forty-five (45) within 105 days after the last day end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the first three Fiscal Quarters close of each Fiscal Year of the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and fiscal year, together with comparative figures for the Fiscal Year immediately preceding fiscal year, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to date, certified by a Responsible Officer of the Borrower to effect that such consolidated financial statements present fairly in all material respects the financial condition, condition and results of operations of the Borrower and other information reflected therein and to have been prepared its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the close of and for such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes); (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under paragraph (120a) days after the close of each Fiscal Year of the Borrower, or (Ab) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year)above, a compliance certificate of Compliance Certificate executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate"i) which (A) states certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and is continuingextent thereof and any corrective action taken or proposed to be taken with respect thereto, or(ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such Default change has occurred occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and is continuingother reports, a statement as proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detailits shareholders generally, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ive) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement[reserved]; (vf) The following promptly, from time to time, such other information with respect to regarding the Borrower operations, business affairs and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent onlySubsidiary, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents Agreement, as the Administrative Agent or any Lender may from time to time reasonably request; (g) promptly, following a request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Reports Documents required to be delivered pursuant to Sections 5.01(a)(i), this Section 6.04 (ii) and (ivto the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if soso delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such reports prior to 5:00 p.m.documents, electronically or provides a link thereto on IntraLinks/IntraAgency the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or other relevant website (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 and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent); provided, however, that: (1i) the Borrower shall deliver paper copies of such reports documents required to be delivered pursuant to Section 6.04(a) and (b) to the Administrative Agent and or any Lender upon its request to the Lenders upon Borrower to deliver such paper copies until a written request therefor; to cease delivering paper copies is given by the Administrative Agent or such Lender and (2ii) the Borrower shall notify the Administrative Agent (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such reports documents required to be delivered pursuant to Section 6.04(a) and provide to the (b). The Administrative Agent by electronic mail versions (i.e. soft copies) shall have no obligation to request the delivery of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent maintain paper copies of the Compliance Certificates required pursuant documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower 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 upon the written request of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01(a)(iii10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements, Reports, etc. The Borrower shall will furnish ---------------------------------- to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As as soon as available available, and in no any event later than forty-five (45) within 90 days after the last day end of each fiscal year, its consolidated balance sheet and related consolidated statements of operations and cash flows, showing the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements consolidated financial position of the Borrower and its Consolidated Subsidiaries (prepared on a as of the close of such fiscal year and the consolidated andresults of their operations and cash flows during such year, at any time during which in each case setting forth in comparative form the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and figures for the Fiscal Year preceding fiscal year, all audited by Xxxxxx Xxxxxxxx LLP or another nationally recognized "Big Six" independent public accounting firm and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to date, certified by a Responsible Officer of the Borrower to effect that such financial statements fairly present fairly in all material respects the consolidated financial condition, position and consolidated results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements cash flows of the Borrower and its Consolidated Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection accordance with all such Financial StatementsGAAP consistently applied; (iiib) As as soon as available available, and in any event within 45 days after the end of each Fiscal Quarter (including of the end first three fiscal quarters of each Fiscal Year)fiscal year, its consolidated balance sheet and related consolidated statements of operations and cash flows, showing the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of the close of such fiscal quarter, the consolidated results of their operations during such fiscal quarter and the then elapsed portion of the fiscal year and the consolidated cash flows for the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated Subsidiaries in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a compliance certificate of executed by a Responsible Financial Officer of the Borrower certifying that no Default or Event of Default has occurred or, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower, substantially in substantially the form of Exhibit N K hereto, (a "Compliance Certificate"i) which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as setting forth computations in reasonable detail satisfactory to the nature thereof Agent demonstrating compliance with the covenants contained in Sections 6.15 and what action Borrower proposes to take with respect thereto and 6.16, (Bii) sets forth in reasonable detailstating whether, as of since the last day date of the most recently ended Fiscal Quarter or Fiscal Year recent Required Financial Statements previously delivered, there has been any material change in the generally accepted accounting principles applied in the preparation of the Borrower's financial statements and, if so, describing such change, (as iii) containing summaries of accounts payable agings, accounts receivable agings, and inventory of the Borrower on a stand-alone basis, (iv) in the case may be)of a certificate delivered concurrently with a certificate under paragraph (a) above, setting forth the calculation Excess Cash Flow for the preceding fiscal year (or, in the case of the fiscal year ending March 31, 1997, for the period from the Closing Date through March 31, 1997) and a reasonably detailed calculation thereof, (v) a comparison of the actual results during the period covered by such financial ratios and tests provided in Section 5.03 statements to those originally budgeted by the Borrower prior to the extent compliance with such financial ratios and tests is required to be tested as of the end beginning of the applicable accounting periodfiscal year, along with management's discussion and analysis of variances between such actual and budgeted results, as well as variances between actual results for such period and actual results for the same period in the previous fiscal year and (vi) a list of any significant sales contracts awarded or terminated since the date of the most recent Required Financial Statements previously delivered, including a description thereof in reasonable detail (provided that the Borrower may disclose orally, rather than in writing, any such sales information that the Borrower deems highly sensitive from a competitive standpoint); (ive) As as soon as available, and in any event not later than forty-five (45) within 30 days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later calendar month (other than the last day month of any fiscal quarter), a copy of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts unaudited consolidated financial statements of the Borrower and its Consolidated Subsidiaries that are included as part of the Collateral; providedend of such calendar month and for the portion of the fiscal year then ended, howevercontaining a balance sheet, that statement of operations and statement of cash flow, in each case setting forth in comparative form the Lenders agree that figures for the financial statements/reports provided pursuant corresponding period of the preceding fiscal year; (f) promptly upon completion, but in any event not later than 30 days after the commencement of the 1998 fiscal year and each subsequent fiscal year, a copy of projections by the Borrower of its consolidated balance sheet and related consolidated statements of operations and cash flows for such fiscal year (including all material assumptions to Sections 5.01(a)(ivsuch projections) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth a budget for such fiscal year, all in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered form customarily prepared by the Borrower's management, copies such projected financial statements to be accompanied by a certificate of each annual report, proxy or financial statement or other report or communication sent a Financial Officer to the stockholders effect that such projected financial statements have been prepared in good faith, based on assumptions that the Borrower believes to be reasonable and based on the best information available to the Borrower and that such Financial Officer has no reason to believe they are misleading in any material respect in light of the Borrower, and copies circumstances existing at the time of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)preparation thereof; (viig) As as soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Planavailable, (Bi) any actual litigationa copy of each financial statement, suitsreport, claims notice or disputes against proxy statement sent by the Parent, the Borrower or any of its the Subsidiaries involving potential monetary damages payable by any Loan Party to their respective stockholders in their capacity as stockholders, (ii) a copy of $5,000,000 each regular, periodic or more (alone or in the aggregate)special report, registration statement, or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was prospectus filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii)Parent, the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its the Subsidiaries of with any new Subsidiary securities exchange or the SEC, (iii) any new Equity Securities of material order issued by any existing Subsidiarycourt, written notice thereof; (xii) As soon as possible and governmental authority, or arbitrator in no event later than thirty (30) days after any material proceeding to which the receipt thereof by Parent, the Borrower or any of its Subsidiariesthe Subsidiaries is a party and (iv) copies of all press releases and other statements made available generally by the Parent, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its the Subsidiaries for Environmental Damagesto the public generally concerning material developments in the Parent's, the Borrower's or such Subsidiary's business; (xiiih) To the Administrative Agent only, as soon as practicableavailable, and in any event within five 15 days of receipt, any final management letter issued or provided by the auditors of the Borrower or any Subsidiary; (5i) Business Days concurrently with any delivery to any Subordinated Lender or holder of Permitted Senior Preferred Stock or 104 Permitted Junior Preferred Stock, a copy of any materials, information, notices (including any notice of an event of default or potential event of default) or correspondence delivered to any such Subordinated Lender or holder; (j) within 30 days after the Closing Date, the unaudited balance sheet of the Borrower and its Consolidated Subsidiaries as of July 31, 1996, certified by a Responsible Financial Officer of the Borrower becomes aware as fairly presenting the consolidated financial position of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature Borrower and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take its Consolidated Subsidiaries in accordance with respect theretoGAAP; and (xivk) Such promptly, from time to time, such other instrumentsinformation regarding the operations, agreementsbusiness affairs and financial condition of the Parent, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiariesany Subsidiary, and or compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent or any Lender may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The In the case of the Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than forty-five (45) Lender: within 90 days after the last day end of each fiscal year, its consolidated and consolidating balance sheets and related statements of income and changes in financial position, showing the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements financial condition of the Borrower and its Subsidiaries consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such subsidiaries during such year, all audited by an independent public accountant of recognized national standing acceptable to the Lender and accompanied by an opinion of such accountants (prepared which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (consistently applied; within 45 days after the end of each fiscal quarter, its consolidated balance sheets and related statements of income and its statements of changes in financial position, all such statements showing the financial condition of the Borrower and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and omission of notes; concurrently with any delivery of the absence quarterly or year-end financial statements under (a) or (b) above, a certificate (substantially in the form attached hereto as Exhibit B) of footnotes); the Financial Officer opining on or certifying as follows: (i) that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) As soon as available and setting forth computations in no event later than one hundred twenty (120) days reasonable detail satisfactory to the Lender demonstrating compliance with the covenants contained in Sections 6.8 through 6.12, inclusive; promptly after the close of each Fiscal Year of the Borrowersame become publicly available, (A) if applicable, copies of all periodic and other reports, proxy statements and other materials filed by it with the audited Financial Statements Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any subsidiary, or compliance with the terms of any Loan Document, as the Lender may reasonably request, including, but not limited to an annual budget with respect to the operations of Borrower, delivered prior to the last day of the current fiscal year. Litigation and its Subsidiaries Other Notices. Furnish to the Lender prompt written notice of the following: any Event of Default or Default, specifying the nature and extent thereof and the corrective action (prepared on a consolidated andif any) proposed to be taken with respect thereto; the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any time during which Governmental Authority, against the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative AgentAffiliate thereof which, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing if adversely determined, could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available Change; and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states development that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate)resulted in, or (C) any other event or condition which is could reasonably likely be anticipated to have result in, a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)Change.

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the Administrative Agent Agent, with copies for each of the Lenders, and each Lender furnish directly to the following, each in such form and such detail Lenders as well as the Administrative Agent in the case of clauses (a), (b), (c), (d), (f) and (h): (a) within 90 days after the end of each Fiscal Year, (i) Consolidated and consolidating balance sheets and Consolidated and consolidating income statements showing the financial condition of Chock and its subsidiaries as of the close of such Fiscal Year and the results of their operations during such year, and (ii) Consolidated and consolidating statements of shareholders' equity of Chock and its subsidiaries and Consolidated and consolidating statements of cash flow of Chock and its subsidiaries, all the foregoing Consolidated financial statements to be audited by a Big Six accounting firm or such other independent certified public accountants as are acceptable to the Required Lenders (which report shall reasonably request: (i) As soon as available and in no event later than forty-five (45) days after the last day of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of not contain any qualification except with respect to new accounting principles mandated by the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotesAccounting Standards Board); (iib) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N first three (a "Compliance Certificate"3) which (A) states that no Default has occurred fiscal quarters, unaudited Consolidated and is continuing, or, if any such Default has occurred consolidating balance sheets and is continuing, a statement as to the nature thereof Consolidated and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of consolidating income statements showing the financial ratios condition and tests provided in Section 5.03 to the extent compliance with such financial ratios results of operations of Chock and tests is required to be tested its subsidiaries as of the end of each such quarter and for the applicable accounting period; (iv) As soon period commencing at the end of the previous Fiscal Year and ending with the last day of such quarter, Consolidated and consolidating statements of shareholders' equity of Chock and its subsidiaries and Consolidated and consolidating statements of cash flow of Chock and its subsidiaries as available, and in any event not later than forty-five (45) days following of the end of each such fiscal quarter and for the period commencing at the end of the previous Fiscal Year and ending with the last day of such quarter, prepared and certified by the Financial Officer of Chock as presenting fairly the financial condition and results of operations of Chock and its subsidiaries and as having been prepared in accordance with generally accepted accounting principles applicable to quarterly financial statements consistently applied, and which in the case of Consolidated financial statements, have been subjected to limited review procedures by a Big Six accounting firm or such other independent certified public accountants as are acceptable to the Required Lenders, in each case subject to normal year-end audit adjustments; (c) within 45 days after the end of each month (other than the first month of each Fiscal Year) unaudited unconsolidated balance sheets and income statements showing the financial condition and results of operations of Chock and its subsidiaries as of the Borrowerend of each such month and for the period commencing at the end of the previous Fiscal Year and ending with the last day of such month, prepared and certified by the Financial Officer of Chock as presenting fairly the financial condition and results of operations of Chock and its subsidiaries and as having been prepared in accordance with generally accepted accounting principles applicable to quarterly financial statements consistently applied, in each case subject to normal year-end audit adjustments; (d) promptly after the same become publicly available, copies of such registration statements, annual, periodic and other reports, and such proxy statements and other information, if any, as shall be filed by the Borrowers or any subsidiaries with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934; (i) concurrently with any delivery (b) above, a certificate of the person referred to therein certifying that to the best of his or her knowledge no Default or Event of Default has occurred (including calculations demonstrating compliance, as of the dates of the financial statements being furnished at such time, with the covenants set forth in Sections 7.07, 7.08, 7.10, 7.12 and 7.13 hereof) and, if such a Default or Event of Default has occurred, specifying the nature and extent thereof; provided, however, that any certificate delivered pursuant to this paragraph (e) specifying that a Default or Event of Default has occurred, shall be accompanied by a written explanation by the Financial Officer of Chock specifying the corrective action taken or proposed to be taken with respect to such Default or Event of Default; and (ii) concurrently with any delivery under (a) above, a letter of the firm referred to therein specifying that in making their examination of the Consolidated financial statements nothing came to their attention that caused them to believe that Chock and its subsidiaries failed to comply with the provisions of Sections 7.01 through 7.08, 7.10, 7.12, 7.13, 7.16, 7.19 and 7.20 hereof on the date of such financial statements (and including calculations demonstrating compliance with Sections 7.07, 7.08, 7.10, 7.12 and 7.13) and, if such compliance does not exist, the Projections nature and extent thereof. (f) a management letter prepared by the independent certified public accountants who reported on the financial statements delivered under (a) above, with respect to the internal audit and financial controls of Chock and its subsidiaries; (g) within 30 days of the end of each fiscal month, an aging schedule of the Receivables and an inventory designation in the form previously furnished by Chock under the First Amended and Restated Loan Parties Agreement; (h) within 30 days prior to the beginning of each Fiscal Year, financial projections (including, without limitation, with respect to Capital Expenditures) for the next Chock and its subsidiaries for such Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected including quarterly balance sheets, statements of income and retained earnings data regarding Capital Expenditures, depreciation and statements of cash flow of the Loan Partiesamortization) and annual projections through July 31, all in reasonable detail1999 prepared by management consistent with its past practice (including, in form reasonably without limitation, principal assumptions) and satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this AgreementRequired Lenders; (vi) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, copies of all material reports, forms and filings, and all loan documents and financial information, in any event within five each case submitted to governmental agencies and/or its shareholders; (5j) Business Days after on Wednesday of each week, a Responsible certificate, in form, substance and detail satisfactory to the Agent, of the Financial Officer of Chock demonstrating compliance as at the Borrower becomes aware end of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower prior week with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).Borrowing Base;

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestBank: (ia) As soon as available and in no event later than forty-five (45) within 105 days after the last day end of each fiscal year, its consolidated and consolidating balance sheets and related statements of income and statements of cash flow, showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, all audited by Deloitte & Touche or other independent public accountants of recognized national standing acceptable to the Required Banks and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower on a consolidated basis (except as noted therein) in accordance with GAAP consistently applied; (b) within 50 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, its consolidated and, to the extent otherwise available, consolidating balance sheets and related statements of income and statements of cash flow, showing the Borrower, a copy of the Financial Statements financial condition of the Borrower and its Subsidiaries (prepared consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (consistently applied, subject to normal year-end audit adjustments and the absence of footnotes)adjustments; (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under (120a) days after the close of each Fiscal Year or (b) above, a certificate of the Borrowerrelevant accounting firm opining on or certifying such statements or Financial Officer (which certificate, (Awhen furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) copies certifying that to the knowledge of the audited accounting firm or the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated andOfficer, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation no Event of the financial ratios and tests provided in Section 5.03 to the extent compliance with Default or Default has occurred or, if such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to or Default has occurred, specifying the financial covenants set forth in Section 5.03. (vi) On nature and extent thereof and any corrective action taken or before the date the next Compliance Certificate is required proposed to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take taken with respect thereto; (viiid) As soon as available and in no event later than five (5) Business Days promptly after they are filedthe same become publicly available, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agentperiodic and other reports, copies of any proxy statements and other material report or other material document not otherwise described in this Section 5.01(a) that was materials filed by it with the Borrower with any Governmental Authority; (x) As soon as possible Securities and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental LawExchange Commission, or any material liability governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its share holders, as the case may be; and (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent onlySignificant Subsidiary, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent or any Bank may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The In the case of the Borrower shall furnish and the Guarantors, deliver to the Administrative Agent and each Lender of the followingLenders (except as otherwise specified below): (a) from and after the Audit Committee Report Date (x) within 90 days after the end of each fiscal year, each consolidated and consolidating balance sheets and related consolidated and consolidating statements of income and consolidated cash flows for the Domestic Entities and the Global Entities, showing the financial condition of such entities on a consolidated and consolidating (for Domestic Entities) basis as of the close of such fiscal year and the results of their respective operations during such year, the consolidated statements of the Global Entities to be audited by KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect other than a going concern qualification as a result of the Cases or as a result of the Maturity Date falling less than one year from the date of such form financial statements), the consolidating financial statements to be subjected to the internal auditing procedures applied to the preparation of consolidated financial statements and all consolidated and consolidating financial statements to be certified by a Financial Officer of the Borrower to the effect that such detail financial statements fairly present in all material respects the financial condition and results of operations of the Domestic Entities or the Global Entities on a consolidated or consolidating basis, as the Administrative Agent or the Required Lenders shall reasonably request: case may be, in accordance with GAAP and (iy) As as soon as available consolidated balance sheet and related statements of income and cash flows for the Global Entities for the fiscal year ended December 31, 2004, showing the financial condition of such entities on a consolidated basis as of the close of such fiscal year and the results of their operations during such year, to be audited by KPMG LLP and accompanied by an opinion of such accountants (which shall not be qualified in no event later any material respect other than forty-five a going concern qualification as a result of the Cases), and to be certified by a Financial Officer of the Borrower to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Global Entities on a consolidated basis in accordance with GAAP; (45b) from and after the Audit Committee Report Date, within 45 days after the last day end of each of the first three Fiscal Quarters fiscal quarters, the consolidated and consolidating balance sheets and related consolidated and consolidating statements of each Fiscal Year income and consolidated cash flows of the BorrowerDomestic Entities and the Global Entities, a copy showing the financial condition of the Financial Statements of the Borrower and its Subsidiaries (prepared such entities on a consolidated andand consolidating basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then elapsed portion of the fiscal year, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, each certified by a Responsible Financial Officer of the Borrower to present as fairly presenting in all material respects the financial condition, condition and results of operations of the Domestic Entities and other information reflected therein the Global Entities on a consolidated and to have been prepared consolidating basis in accordance with GAAP (GAAP, subject to normal year-end audit adjustments and the absence of footnotes); (iic) As commencing with June 2005, as soon as available and practicable, but in no event later than one hundred twenty (120) 30 days after the close end of each Fiscal Year fiscal month of the Borrower (unless such monthly fiscal period ends at the end of a fiscal quarter, in which case the financial statements required to be delivered pursuant to this clause (c) may be delivered within 45 days after the end of such fiscal month) (i) monthly unaudited consolidated and consolidating balance sheets of the Domestic Entities and the Global Entities and related consolidated and consolidating statements of income and consolidated cash flows of such entities for the prior fiscal month, each certified by a Financial Officer of the Borrower and (ii) a monthly report detailing professional fees and expenses that have been billed and paid or billed but unpaid to date, the accumulated "hold-back" of professional fees and expenses to date, material adverse events or changes to the financial condition, operations, business, properties or assets of the Domestic Entities or the Global Entities (if any) and material litigation (if any), in each case certified by a Financial Officer of the Borrower to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Global Entities on a consolidated basis in accordance with GAAP; (d) commencing with the first fiscal month following the Closing Date, as soon as practicable, but (i) in no event later than 30 days after the end of each fiscal month of the Borrower, monthly financial projections of the Domestic Entities and the Foreign Entities in a form reasonably satisfactory to the Agent and the Borrower, and (ii) in no event later than 5 Business Days after the end of each fiscal month of the Borrower, a statement of projected cash receipts and cash disbursements for the Domestic Entities and the Global Entities for each week in the period of thirteen continuous weeks commencing with the immediately following week, in form and substance reasonably satisfactory to the Agent, and in each case of clauses (i) and (ii) certified by a Financial Officer of the Borrower; (i) concurrently with any delivery of financial statements under clauses (a), (b) and (c) above, a certificate of the Financial Officer of the Borrower certifying such statements (A) copies certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred, or, if such an Event of Default or event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in reasonable detail satisfactory to the Agent demonstrating compliance with the provisions of Sections 6.01, 6.03, 6.04, 6.05 and 6.10 and (ii) concurrently with any delivery after the Audit Committee Report Date of financial statements under (a) above, a certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) of the audited Financial Statements accountants auditing the consolidated financial statements delivered under (a) above certifying that, in the course of the regular audit of the business of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm accountants have obtained no knowledge that an Event of independent certified public accountants reasonably acceptable Default has occurred and is continuing with respect to the Administrative Agentfinancial covenants set forth in Sections 6.04 and 6.05, or if, in the opinion of such accountants, such an Event of Default has occurred and (B) copies of is continuing, specifying the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent nature thereof and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection all relevant facts with all such Financial Statementsrespect thereto; (iiif) As as soon as possible, and in any event when the Borrower's and the Guarantor's statement of financial affairs and schedules of asset and liabilities are required to be filed with the Bankruptcy Court (but no later than 45 days after the Closing Date or such later date to which the Bankruptcy Court extends the filing thereof), a consolidated pro forma balance sheet of the Borrower's and the Guarantors' financial condition as of the Filing Date; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by it with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said commission, or with any national securities exchange, as the case may be; (h) as soon as available and in any event (C) within 45 30 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by ERISA Affiliates knows or has reason to know that any Loan Party Termination Event described in clause (i) of $5,000,000 or more (alone or in the aggregate), or (C) definition of Termination Event with respect to any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer Single Employer Plan of the Borrower setting forth details of or such event or condition ERISA Affiliate has occurred and the action which the Borrower proposes to take with respect thereto; (viiiD) As soon as available and in no event later than five (5) Business Days within 10 days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement of any new Subsidiary or any new Equity Securities a Financial Officer of any existing Subsidiary, written notice thereofthe Borrower describing the full details of such Termination Event; (xiii) As soon as possible promptly and in no any event later than thirty (30) within 10 days after the receipt thereof by the Borrower or any of its SubsidiariesERISA Affiliates from the PBGC, a copy copies of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, each notice received by the Borrower or any material liability such ERISA Affiliate of the PBGC's intention to terminate any Single Employer Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (j) if requested by the Agent, promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Single Employer Plan of the Borrower or any of its Subsidiaries for Environmental DamagesERISA Affiliates; (xiiik) To within 10 days after notice is given or required to be given to the Administrative Agent onlyPBGC under Section 302(f)(4)(A) of ERISA of the failure of the Borrower or any of its ERISA Affiliates to make timely payments to a Plan, as soon as practicable, a copy of any such notice filed; (l) promptly and in any event within five 10 days after receipt thereof by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (5A) Business Days the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (A), (B) or (C) above; (m) no later than 60 days following the Closing Date, budgets ("Post Closing Date Budgets") for the Domestic Entities and the Global Entities for the period through the Maturity Date and reasonably satisfactory in form and substance to the Agent and, from and after the entry of the Final Order, Capstone Advisory Group, LLC, as advisor to the Existing First-Lien Lenders (it being understood that the Agent in its sole discretion may use the information in such Budgets to revise the financial covenant levels set forth in Sections 6.04 and 6.05); (n) (i) prior to entry of the Final Order, a Responsible Officer draft Annual Report on Form 10-K for the fiscal year of the Borrower becomes aware ended on December 31, 2004 to the Agent and (ii) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the existence Domestic Entities or the Global Entities, or compliance with the terms of any condition material loan or event which constitutes a Default or Event financing agreements as the Agent, at the request of Defaultany Lender, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect theretomay reasonably request; and (xivo) Such furnish to the Agent and its counsel promptly after the same is available, copies of all pleadings, motions, applications, judicial information, financial information and other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations filed by or condition (financial or otherwise) on behalf of the Borrower or its Subsidiariesany of the Guarantors with the Bankruptcy Court in the Cases, and compliance or distributed by or on behalf of the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent any of the posting of Guarantors to any such reports and provide to official committee appointed in the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)Cases.

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestAgent: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, (i) the annual audited consolidated statement of financial condition and consolidated statements of operations, changes in partners’ capital and cash flows as of the end of and for such fiscal year of Blackstone Group, reported upon by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing without any “scope of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Original Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the Borrower, a copy end of and for such fiscal quarter and the then-elapsed portion of the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to datefiscal year, certified by a Responsible Financial Officer of the Borrower to present fairly as presenting fairly, in all material respects respects, the financial condition, position and results of operations and other information reflected therein and to have been prepared of Blackstone Group on a consolidated basis in accordance with GAAP (consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Original Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the absence of footnotesunaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under (120a) days after the close or (b) above, a certificate of each Fiscal Year of the Borrower, a Financial Officer (Ai) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) andcertifying that, to the extent deliveredbest of his or her knowledge, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such a Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets setting forth computations in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably detail satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s demonstrating compliance with each of the covenants set forth financial covenant contained in Section 5.03 6.09, including reasonably detailed computations of this Agreement; (v) The following information with respect to the Borrower Total Indebtedness and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longerCombined EBITDA; and (Bd) To promptly, from time to time, such other information regarding the Administrative Agent onlyoperations, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance business affairs and monthly account activity) for all deposit and investment accounts financial condition of the Borrower and its Subsidiaries that are included as part of Guarantors or the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate)Subsidiaries, or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and each Lender and, other than in the followingcase of paragraph (e), each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, its consolidated balance sheets and related statements of income and cash flows, showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of operations during such year, all audited by independent public accountants of recognized national standing acceptable to the Required Lenders, and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial position and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and accompanied by a written statement by the accountants certifying such financial statements (unless such accountants are prohibited by law or the Financial Accounting Standards Board (or any successor) from providing such statement) to the effect that in the course of the audit upon which their certification of such financial statements was based (but without any special or additional audit procedures for the purpose), they obtained knowledge of no condition or event relating to financial matters which constitutes a Potential Event of Default or an Event of Default or, if such accountants shall have obtained in the course of such audit knowledge of any such Potential Event of Default or Event of Default, disclosing in such written statement the nature and period of existence thereof, it being understood that such accountants shall be under no liability, directly or indirectly, to the Lenders for failure to obtain knowledge of any such condition or event; 95 94 (b) within 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, its consolidated balance sheets and related statements of income and cash flows, showing the Borrower, a copy of the Financial Statements financial condition of the Borrower and its consolidated Subsidiaries (prepared as of the close of such fiscal quarter and the results of operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (consistently applied, subject to normal year-end audit adjustments and the absence of footnotes)footnotes required by GAAP; (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery under (120a) days after the close of each Fiscal Year of the Borroweror (b) above, (Ai) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Financial Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate"x) which (A) states certifying that no Event of Default or Potential Event of Default has occurred and is continuing, or, if any such an Event of Default or Potential Event of Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (By) sets setting forth computations in reasonable detaildetail satisfactory to the Agent demonstrating compliance with the covenants contained in Sections 7.13, as 7.14 and 7.15 and (ii) the consolidating financial statements used in preparing the financial statements delivered thereunder; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by it with the last day Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the most recently ended Fiscal Quarter functions of said Commission, or Fiscal Year (with any national securities exchange, or distributed to its shareholders, as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ive) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated andnotice of, at least five Business Days prior to, (i) any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory modification or amendment to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections Certificate of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months Incorporation or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10By-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability laws of the Borrower or any Subsidiary or (ii) any material waiver, supplement, modification, amendment, termination or release of its Subsidiaries for Environmental Damages; (xiiiw) To the Administrative Agent onlyHoldings Notes or any 96 95 indenture or other agreement governing the terms thereof, as soon as practicable, and (x) any instrument or agreement pursuant to which any Indebtedness of any Subsidiary which is in any event within five (5) Business Days after a Responsible Officer respect subordinate to or junior in respect of the Borrower becomes aware Loans is outstanding, (y) any of the existence of any condition Transportation Services Agreements or event which constitutes a Default or Event of Default, telephonic notice specifying (z) the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect theretoStockholders' Agreement; and (xivf) Such promptly, from time to time, such other instrumentsinformation regarding the operations, agreements, certificates, statements, documents business affairs and information relating to any material adverse change in the operations or financial condition (financial or otherwise) of the Borrower or its Subsidiariesany Subsidiary, and or the compliance by the Borrower with the terms of this Agreement and the other Credit Documents Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestAgent: (ia) As soon as available and in no event later than forty-five (45) within 105 days after the last day end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the first three Fiscal Quarters close of each Fiscal Year of the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and fiscal year, together with comparative figures for the Fiscal Year immediately preceding fiscal year, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to date, certified by a Responsible Officer of the Borrower to effect that such consolidated financial statements present fairly in all material respects the financial condition, condition and results of operations of the Borrower and other information reflected therein and to have been prepared its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the close of and for such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes); (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under paragraph (120a) days after the close of each Fiscal Year of the Borrower, or (Ab) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year)above, a compliance certificate of Compliance Certificate executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate"i) which (A) states certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and is continuingextent thereof and any corrective action taken or proposed to be taken with respect thereto, or(ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such Default change has occurred occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and is continuingother reports, a statement as proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detailits shareholders generally, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ive) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice“management letter” received by any such Person from its certified public accountants and the management’s response thereto; (f) promptly, summonsfrom time to time, citations or such other written communications concerning any actualinformation regarding the operations, alleged, suspected or threatened material violation of any Environmental Law, or any material liability business affairs and financial condition of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent onlySubsidiary, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents Agreement, as the Administrative Agent or any Lender may from time to time reasonably request; (g) promptly, following a request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Reports Documents required to be delivered pursuant to Sections 5.01(a)(i), this Section 6.04 (ii) and (ivto the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if soso delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such reports prior to 5:00 p.m.documents, electronically or provides a link thereto on IntraLinks/IntraAgency the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or other relevant website (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 and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent); provided, however, that: (1i) the Borrower shall deliver paper copies of such reports documents to the Administrative Agent and or any Lender upon its request to the Lenders upon Borrower to deliver such paper copies until a written request therefor; to cease delivering paper copies is given by the Administrative Agent or such Lender and (2ii) the Borrower shall notify the Administrative Agent (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such reports and provide to the documents. The Administrative Agent by electronic mail versions (i.e. soft copies) shall have no obligation to request the delivery of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent maintain paper copies of the Compliance Certificates required pursuant documents referred to Section 5.01(a)(iiiabove, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that the Administrative Agent and/or MLPFS will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”).

Financial Statements, Reports, etc. The Borrower shall furnish Deliver to the ---------------------------------- Administrative Agent and each Lender of the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLenders: (ia) As soon as available and in no event later than fortywithin ninety-five (4595) days after the last day end of each fiscal year, the Parent's and its Subsidiaries' consolidated balance sheets and related statements of income, stockholders' equity and cash flows, showing the financial condition of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements of the Borrower Parent and its Subsidiaries (prepared on a consolidated andbasis as of the close of such fiscal year and the results of their respective operations during such year, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and consolidated statements of the Parent to be audited for the Fiscal Year Parent and its Subsidiaries by their current independent auditors or other independent public accountants of recognized national standing acceptable to date, the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified other than with respect to the Cases or a going concern qualification) and to be certified by a Responsible Financial Officer of Parent to the Borrower to effect that such consolidated financial statements fairly present fairly in all material respects the financial condition, condition and results of operations of the Parent and other information reflected therein and to have been prepared its Subsidiaries on a consolidated basis in accordance with GAAP GAAP; (b) within fifty (50) days after the end of each fiscal quarter (including the fourth fiscal quarter) of each fiscal year, the Parent's and its Subsidiaries consolidated balance sheets and related statements of income, stockholders' equity and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then elapsed portion of the fiscal year, each certified by a Financial Officer of Parent as fairly presenting the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes)adjustments; (iic) As soon concurrently with any delivery of financial statements under paragraph (a) or (b) above as available and in no event later than one hundred twenty applicable, (120i) days after the close a certificate of each Fiscal Year a Financial Officer of the Borrower, Parent certifying such statements and (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred and is continuing, or, if such an Event of Default or event has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the provisions of Sections 6.3, 6.4, 6.5 and 6.10 and (ii) a certificate of the ------------ --- --- ---- Parent's accountants accompanying the audited consolidated financial statements delivered under paragraph (a) above certifying that, in the course of the regular audit of the business of the Parent and its Subsidiaries, such accountants have obtained no knowledge that an Event of Default has occurred and is continuing, a statement as to or if, in the opinion of such accountants, an Event of Default has occurred and is continuing, specifying the nature thereof and what action all relevant facts with respect thereto; (d) as soon as available, but no more than thirty (30) days after the end of each month (other than the last month of a fiscal quarter): (i) the unaudited monthly balance sheets and related statements of income and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal month and the results of their operations during such fiscal period and the then elapsed portion of the fiscal year, each certified by a Financial Officer of Parent as fairly presenting the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments, together with a certificate of a Financial Officer of the Parent setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with Section ------- 6.5; and (ii) a reconciliation of the results of the Borrowers' business --- operations for the preceding month as compared to the corresponding period in the forecast; (e) as soon as possible, and in any event within thirty (30) days of the Closing Date, a consolidated pro forma balance sheet of the Borrowers' financial condition as of October 15, 2001; (f) concurrently with any delivery of financial statements under paragraph (b) above, updates, if any, of the forecast delivered to the ------------- Administrative Agent pursuant to Section 4.1(i), satisfactory in form and -------------- substance to the Administrative Agent; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by it with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said commission, or with any national securities exchange, as the case may be; (h) as soon as available and in any event (A) within thirty (30) days after any Borrower or the Guarantors or any of their ERISA Affiliates knows or has reason to know that any Termination Event described in clause (i) of the ---------- definition of Termination Event with respect to any Single Employer Plan of any of the Borrowers or the Guarantors or such ERISA Affiliate has occurred and (B) within ten (10) days after any of the Borrowers or the Guarantors or any of their ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement of a Financial Officer of such Borrower or the Guarantors describing such Termination Event and the action, if any, which such Borrower or the Guarantors or such ERISA Affiliate proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting periodthereto; (ivi) As soon as available, promptly and in any event not later than forty-five within ten (4510) days following after receipt thereof by any of the end Borrowers or the Guarantors or any of their ERISA Affiliates from the PBGC copies of each Fiscal Year notice received by such Borrower or the Guarantors or any such ERISA Affiliate of the Borrower, PBGC's intention to terminate any Single Employer Plan of such Borrower or the Projections of the Loan Parties for the next Fiscal Year Guarantors or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to j) if requested by the Administrative Agent Agent, promptly and in any event within thirty (30) days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to include projected Capital Expenditures and quarterly projections the annual report (Form 5500 Series) with respect to each Single Employer Plan of any of the Borrower’s compliance with each Borrowers, the Guarantors or any of the covenants set forth in Section 5.03 of this Agreementtheir ERISA Affiliates; (vk) The following information with respect within ten (10) days after notice is given or required to be given to the PBGC under Section 302(f)(4)(A) of ERISA of the failure of any of the Borrowers or the Guarantors or any of their ERISA Affiliates to make timely payments to a Plan, a copy of any such notice filed and a statement of a Financial Officer of such Borrower and its Subsidiaries: or the Guarantors setting forth (A) As sufficient information necessary to determine the amount of the Lien under Section 302(f)(3), (B) the reason for the failure to make the required payments and (C) the action, if any, which the Borrowers or the Guarantors or any of their ERISA Affiliates proposed to take with respect thereto; (l) promptly and in any event within ten (10) days after receipt thereof by any of the Borrowers or the Guarantors or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by such Borrower or the Guarantors or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by the Borrowers or the Guarantors or any ERISA Affiliate in connection with any event described in clause (A), (B) or ---------- --- (C) above; --- (m) promptly, from time to time, such other information (including, without limitation, projections or information regarding insurance coverage) regarding the operations, business affairs and financial condition of any Borrower or the Guarantors, or compliance with the terms of any material loan or financing agreements as the Administrative Agent, at the request of any Lender, may reasonably request; (n) promptly after the same is available, copies of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of any of the Borrowers with the Bankruptcy Court in the Cases, or distributed by or on behalf of any of the Borrowers to any official committee appointed in any of the Cases, providing copies of same to counsel for the Administrative Agent; and (o) as soon as practicable possible after the end of each Fiscal Quarter, and in any event no fiscal year of the Parent but not later than concurrently with each delivery of financial statements under paragraph (a) above, the last day Parent shall deliver to the ------------- Administrative Agent (i) a schedule setting forth as of the immediately succeeding calendar month, a quarterly comparable store sales report prepared date of delivery thereof all insurance policies and programs in effect with respect to the portion respective properties and assets and businesses of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower Parent and its Subsidiaries during Subsidiaries, specifying, for each such period policy and program, (including currently existing StoresA) the amount thereof, Store relocations (B) the risks insured against thereby, (C) the name of the insurer and acquired Storeseach insured party thereunder, (D) opened the policy or other identification number thereof, (E) the expiration date thereof, (F) the annual premium with respect thereto, and operating for 13 months or longer(G) any reserves relating to any self-insurance program that is in effect, and (ii) a certificate of insurance showing that all such insurance policies are in full force and effect; and (Bp) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer January 31 of any Loan Party knows each year during the term of this Agreement, an updated forecast of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against Borrowers' cash flows for the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details period from January 1 of such event or condition year through December 31 of such year, on a monthly basis and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability anticipated uses of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, Commitment and such forecast shall be satisfactory in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature form and period of existence thereof, and, substance to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The In the case of the Borrower shall furnish and the Guarantors, (i) deliver to the Administrative Agent, the Managing Agent, the Issuing Bank, the Collateral Agent and each of the Lenders: (a) Within 90 days after the end of each fiscal year of the Borrower, the Borrower's consolidated balance sheet and related statement of income and cash flows, showing the financial condition of the Borrower and the Guarantors on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, to be audited by Deloitte & Touche, LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and each Lender accompanied by an opinion of such accountants (which shall not be qualified in any material respect other than with respect to the following, each in such form Cases) and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than forty-five (45) days after the last day of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, be certified by a Responsible Financial Officer of the Borrower to the effect that such consolidated financial statements fairly present fairly in all material respects the financial condition, condition and results of operations of the Borrower and other information reflected therein and to have been prepared the Guarantors on a consolidated basis in accordance with GAAP consistently applied; (b) Within 45 days after the end of the first three fiscal quarters of the Borrower (commencing with the fiscal quarter ending on or about April 30, 1998), the Borrower's consolidated balance sheets and related statements of income and cash flows, showing the financial condition of the Borrower and the Guarantors on a consolidated basis as of the close of such fiscal quarter and the results of their respective operations during such fiscal quarter and the then elapsed portion of the fiscal year, each certified by a Financial Officer as fairly presenting the financial condition and results of operations of the Borrower and the Guarantors on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes)adjustments; (iic) As soon as available and in no event later than one hundred twenty Concurrently with any delivery of financial statements under (120a) days after the close of each Fiscal Year of the Borrower, or (Ab) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year)above, a compliance certificate of executed by a Responsible Financial Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate"i) which (A) states stating that no Default or Event of Default has occurred and is continuingoccurred, or, if any such a Default or Event of Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets setting forth computations in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably detail satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s demonstrating compliance with each the provisions of the covenants set forth in Section 5.03 of this AgreementSections 6.04, 6.05 and 6.06 hereof; (vd) The following information Commencing with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after fiscal month ending on or about May 31, 1998, within 30 days of the end of each Fiscal Quarter, and in any event no later than the last day fiscal month of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to Borrower (or 45 days if such fiscal month end is also the portion end of any of the Fiscal Year ended with first three fiscal quarters, or 60 days if such Fiscal Quarterfiscal month end is also the end of the fiscal year), which the unaudited monthly income statement, balance sheet and cash flow report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included the Guarantors on a consolidated basis as part of the Collateral; provided, however, that close of such fiscal month and the Lenders agree that results of their respective operations during such fiscal period and the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders then elapsed portion of the Borrower, fiscal year (and copies of all annual, regular, periodic such other cash flow reports and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration operating statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on all certified by a Financial Officer as fairly presenting the date on which results of operations of the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether Guarantors on a commercial, thirdconsolidated basis subject to normal year-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).end audit adjustments;

Financial Statements, Reports, etc. The In the case of the Borrower shall furnish and the Guarantors, deliver to the Administrative Agent and each Lender of the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLenders: (ia) As soon within ninety (90) days after Borrower's receipt of a request therefor from the Agent, the Borrower'x xxxxxlidated balance sheet and related statement of income and cash flows, showing the financial condition of the Borrower and the Guarantors on a consolidated basis as available of the close of such fiscal year and the results of their respective operations during such year, the consolidated statement of the Borrower to be audited for the Borrower and the Guarantors by Deloitte Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in no event later any material respect other than fortywith respect to the Cases or a going concern qualification) and to be certified by a Financial Officer of the Borrower to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and the Guarantors on a consolidated basis in accordance with GAAP; provided that the foregoing audit shall not be required if the Agent shall determine, in its sole discretion not to approve the expenditure therefor in the Budget as set forth in Section 2.02(a) above. (b) within twenty-five (4525) days after the last day end of each of the first three Fiscal Quarters of each Fiscal Year of month, the Borrower's consolidated balance sheets and related statements of income and cash flows, a copy of showing the Financial Statements financial condition of the Borrower and its Subsidiaries (prepared on a consolidated andbasis as of the close of such month and the results of their operations during such month and the then elapsed portion of the fiscal year, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, each certified by a Responsible Financial Officer as fairly presenting the financial condition and results of operations of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared its Subsidiaries on a consolidated basis in accordance with GAAP (GAAP, subject to normal year-end audit adjustments and the absence of footnotes)adjustments; (iii) As soon as available concurrently with any delivery of financial statements under (a) and in no event later than one hundred twenty (120b) days after the close above, a certificate of each Fiscal Year of the Borrower, a Financial Officer certifying such statements (A) copies certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred, or, if such an Event of Default or event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in reasonable detail satisfactory to the Agent demonstrating compliance with the provisions of Sections 6.03, 6.04, 6.05 and 6.10 and (ii) concurrently with any delivery of financial statements under (a) above, a certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) of the audited Financial Statements accountants auditing the consolidated financial statements delivered under (a) above certifying that, in the course of the regular audit of the business of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end have obtained no knowledge that an Event of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, oror if, if any in the opinion of such accountants, an Event of Default has occurred and is continuing, a statement as to specifying the nature thereof and what action Borrower proposes to take all relevant facts with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting periodthereto; (ivd) As as soon as available, and in any event not later but no more than fortytwenty-five (4525) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each unaudited monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts cash flow reports of the Borrower and its Subsidiaries that are included on a consolidated basis and as part of the Collateral; provided, however, that close of such fiscal month and the Lenders agree that results of their operations during such month and the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders then elapsed portion of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request thereforfiscal quarter; (2e) 10 calendar days following delivery of financial statements under (b) above, monthly financial projections for the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).following six fiscal month period;

Financial Statements, Reports, etc. The Borrower shall furnish Deliver or cause to be delivered to the Administrative Agent Purchaser and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestTrustee: (i) As as soon as available and in no any event later than forty-five (45) within 90 days after the last day of each of the first three Fiscal Quarters end of each Fiscal Year of the BorrowerOriginator, a copy balance sheet of the Financial Statements Originator as of the Borrower end of such year and its Subsidiaries (prepared on a consolidated and, at any time during which statements of income and retained earnings and of source and application of funds of the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and Originator for the period commencing at the end of the previous Fiscal Year to dateand ending with the end of such year, in each case setting forth comparative figures for the previous Fiscal Year, certified without material qualification in a manner satisfactory to the Purchaser and the Trustee by Ernst & Young or other nationally recognized, independent public accountants acceptable to the Notice Persons, together with a Responsible Officer certificate of such accounting firm stating that in the course of the Borrower to present fairly in all material respects regular audit of the financial conditionbusiness of the Originator, results of operations and other information reflected therein and to have been prepared which audit was conducted in accordance with GAAP (subject generally accepted auditing standards in the United States, such accounting firm has obtained no knowledge that a Purchase Termination Event or Incipient Purchase Termination Event has occurred and is continuing, or if, in the opinion of such accounting firm, such a Purchase Termination Event or Incipient Purchase Termination Event has occurred and is continuing, a statement as to normal year-end audit adjustments and the absence of footnotes)nature thereof; (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end fiscal quarter, quarterly balance sheets and quarterly statements of each Fiscal Year), a compliance certificate source and application of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred funds and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, quarterly statements of income and retained earnings of the Originator, certified by the chief financial or executive officer of the Originator (or of its general partner, if applicable) (which certification shall state that such balance sheets and statements fairly present the financial condition and results of cash flow operations for such fiscal quarter, subject to year-end audit adjustments), delivery of the Loan Parties, all in reasonable detail, in form reasonably satisfactory which balance sheets and statements shall be accompanied by a certificate of such chief financial or executive officer to the Administrative Agent effect that no Purchase Termination Event or Incipient Purchase Termination Event has occurred and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longeris continuing; and (Biii) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no any event later than five (5) Business Days within three days after any Responsible Officer officer of any Loan Party knows the Originator becomes aware of the occurrence of a Servicer Event of Default, a Purchase Termination Event or existence Incipient Purchase Termination Event or an event of (A) any Reportable Event default under any Employee Benefit Plan the Retailer Credit Agreement or Multiemployer Planan event that, (B) any actual litigation, suits, claims with the giving of notice or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate)time elapse, or (C) any other event or condition which is reasonably likely to have both, would constitute a Material Adverse EffectServicer Event of Default, the statement of a Responsible Officer an officer's certificate of the Borrower Originator setting forth details of such event or condition and the action which that the Borrower Servicer or the Originator, as the case may be, proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestIssuing Bank: (ia) As soon as available and in no event later than forty-five (45) within 45 days after the last day of each of the first three Fiscal Quarters end of each Fiscal Year Quarter (or, if such Fiscal Quarter end is also the end of Borrower’s Fiscal Year, 90 days after the end of such Fiscal Year), Borrower’s consolidated and consolidating balance sheet and related consolidated and consolidating statements of income and cash flows, a copy showing the financial condition of the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which subsidiaries as of the Borrower has any Material Subsidiaries, consolidating, basis) close of such Fiscal Quarter and the results of their operations and cash flows for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year to datewith comparative figures for the same periods in the immediately preceding Fiscal Year, all certified by a Responsible Financial Officer of the Borrower to present as fairly in all material respects presenting the financial condition, condition and results of operations and other information reflected therein cash flows of Borrower and to have been prepared its consolidated subsidiaries on a consolidated and consolidating basis in accordance with GAAP (consistently applied, subject to normal year-end audit adjustments and the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; certain footnotes provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above such obligation shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection satisfied if Borrower timely files with the filing of any Form 10-K or 10-Q by the Borrower) SEC all quarterly and registration statements which the annual reports that Borrower may file or be is required to file with the Securities SEC on Forms 10-Q and Exchange Commission under Section 13 or 15(d) 10-K, provided, further, that the availability of the Securities Exchange Act of 1934, as amended, and not otherwise required foregoing materials on the SEC’s XXXXX service (or its successor) will be deemed to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)satisfy Borrower’s delivery obligation; (viib) As soon as possible and in no event later than five (5) Business Days after concurrently with any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate)delivery, or deemed delivery, of financial statements under paragraph (Ca) any other event or condition which is reasonably likely to have above, a Material Adverse Effect, the statement certificate of a Responsible Officer certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the Borrower setting forth details of such event nature and extent thereof and any corrective action taken or condition and the action which the Borrower proposes proposed to take be taken with respect thereto; (viiic) As soon as available promptly, following a request by Issuing Bank, all documentation and other information that Issuing Bank reasonably requests in no event later than five (5) Business Days after they are filedorder to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form;including the Patriot Act; and (ixd) Promptly after request by promptly, from time to time, such other information regarding the Administrative Agentoperations, copies business affairs and financial condition of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Lawsubsidiaries, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other any Credit Documents Document, as the Administrative Agent Issuing Bank may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The In the case of the Borrower shall furnish and the Guarantors, deliver to the Administrative Agent and each Lender of the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestDIP Lenders: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each of the first three Fiscal Quarters of each Fiscal Year of fiscal year, the Borrower's consolidated balance sheet and related statement of income and cash flows, a copy of showing the Financial Statements financial condition of the Borrower and its Subsidiaries (prepared on a consolidated andbasis, at any time as of the close of such fiscal year and the results of their respective operations during which such year, the consolidated statement of the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and to be audited for the Fiscal Year Borrower and its Subsidiaries by Arthur Andersen or other independent public accountants or recognizxx xxxixxxx xxxnding acceptable to date, the Required DIP Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect other than with respect to the Cases) and to be certified by a Responsible Financial Officer of the Borrower to the effect that such consolidated financial statements fairly present fairly in all material respects the financial condition, condition and results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed basis in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection accordance with all such Financial StatementsGAAP consistently applied; (iiib) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including of the end first three fiscal quarters, the Borrower's consolidated balance sheets and related statements of income and cash flows, showing the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then elapsed portion of the fiscal year, each Fiscal Year), a compliance certificate of executed certified by a Responsible Financial Officer of the Borrower as fairly presenting in substantially all material respects the form financial condition and results of Exhibit N operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes and normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under (a) or (b) above as applicable, (i) a "Compliance Certificate") which certificate of a Financial Officer (A) states certifying that no Event of Default or event that upon notice or lapse of time or both would constitute an Event of Default has occurred, or, if such an Event of Default or event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in reasonable detail satisfactory to the Agent demonstrating compliance with the provisions of Sections 6.04, 6.05 and 6.10 and (ii) a certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) of such accountants accompanying the audited consolidated financial statements delivered under (a) above certifying that, in the course of the regular audit of the business of the Borrower and its Subsidiaries, such accountants have obtained no knowledge that an Event of Default has occurred and its continuing, or if, in the opinion of such accountants, an Event of Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to specifying the nature thereof and what action Borrower proposes to take all relevant facts with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting periodthereto; (ivd) As as soon as available, and in any event not later but no more than forty-five (45) 45 days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each unaudited monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts cash flow reports of the Borrower and its Subsidiaries that are included on a consolidated basis as part of the Collateral; providedclose of such fiscal month and the results of their operations during such fiscal period and the then elapsed portion of the fiscal year, howeverall certified by a Financial Officer as fairly presenting in all material respects the results of operations of the Borrower and the Guarantors on a consolidated basis, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as subject to the financial covenants set forth in Section 5.03.absence of footnotes and normal year-end audit adjustments; (vie) On within five Business Days of the first of each month, a statement of projected cash receipts and cash disbursements for each of the Borrower and the Low Leverage Guarantors, as a group and High Leverage Guarantors as a group, respectively, for each month in the period of six continuous months commencing with that month in a form reasonably satisfactory to the Agent; (f) weekly "cash flow" reports in a form reasonably satisfactory to the Agent (which shall include a summary of all outstanding loans or before advances made in reliance on Section 6.10(vi)); (g) promptly after the date the next Compliance Certificate is required to be delivered by the Borrowersame become publicly available, copies of each annual reportall periodic and other reports, proxy or financial statement or statements and other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q materials filed by the Borrower) and registration statements which the Borrower may file or be required to file it with the Securities and Exchange Commission under Section 13 Commission, or 15(d) any governmental authority succeeding to any of or all of the Securities Exchange Act functions of 1934said commission, or with any national securities exchange, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)case may be; (viih) As as soon as possible available and in no any event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against within 30 days after the Borrower or any of its Subsidiaries involving potential monetary damages payable by ERISA Affiliates knows or has reason to know that any Loan Party Termination Event described in clause (i) of $5,000,000 the definition of Termination Event with respect to any Single Employer Plan of the Borrower or more such ERISA Affiliate has occurred and (alone B) within 10 days after the Borrower or in the aggregate), any of its ERISA Affiliates knows or (C) has reason to know that any other event or condition which is reasonably likely Termination Event with respect to have any such Plan has occurred, a Material Adverse Effect, the statement of a Responsible Financial Officer of the Borrower setting forth details of describing such event or condition Termination Event and the action action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (viiii) As soon as available promptly and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) within 10 days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy ERISA Affiliates from the PBGC copies of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, each notice received by the Borrower or any material liability such ERISA Affiliate of the PBGC's intention to terminate any Single Employer Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (j) if requested by the Agent, promptly, and in any event within 30 days after the filing thereof, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Single Employer Plan of the borrower or any of its ERISA Affiliates; (k) within 10 days after notice is given or required to be given to the PBGC under Section 302(f)(4)(A) of ERISA of the failure of the Borrower or any of its Subsidiaries ERISA Affiliates to make timely payments to a Plan, a copy of any such notice filed and a statement of a Financial Officer of the Borrower setting forth (A) sufficient information necessary to determine the amount of the lien under Section 302(f)(3), (B) the reason for Environmental Damagesthe failure to make the required payments and (C) the action, if any, which the Borrower or any of its ERISA Affiliates proposed to take with respect thereto; (xiiil) To the Administrative Agent only, as soon as practicable, promptly and in any event within five 10 days after receipt thereof by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (5A) Business Days after the imposition of Withdrawal Liability by a Responsible Officer Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (A), (B) or (C) above; (m) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower becomes aware or any Guarantor, or compliance with the terms of any material loan or financing agreements as the Agent, at the request of any DIP Lender, may reasonably request; (n) promptly after the same is available, copies of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of the existence of Borrower or any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the LendersGuarantors with the Bankruptcy Court in the Cases, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period or distributed by or on behalf of existence thereof and specifying what action the Borrower is taking or proposes any of the Guarantors to take with respect theretoany official committee appointed in the Cases, providing copies of same to counsel for the Agent, except if such distribution would destroy attorney-client privilege; and (xivo) Such other instrumentsno later than the 35 th day after the end of each fiscal calender month of the Borrower, agreements, certificates, statements, documents and information relating to any material adverse change in a reconciliation of the results of the business operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents Low Leverage Guarantors (as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (iia group) and the High Leverage Guarantors (ivas a group) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts for such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail fiscal calender month as compared to the Administrative Agent; providedcorresponding period in the Budget (clearly distinguishing between Low Leverage, howeveras a group and High Leverage Guarantors, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iiias a group).

Financial Statements, Reports, etc. The Borrower shall In the case of the Company, furnish to the Administrative Agent and for distribution to each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 120 days after the last day end of each fiscal year, its consolidated balance sheet and the related consolidated statements of income and cash flows showing its consolidated financial condition as of the close of such fiscal year and the consolidated results of its operations during such year, all audited by Arthur Andersen LLP or other independent certified pubxxx xxcoxxxxxxx of recognized national standing selected by the Company and accompanied by an opinion of such accountants to the effect that such consolidated financial statements fairly present its financial condition and results of operations on a consolidated basis in accordance with GAAP or SAP, as applicable (it being agreed that the requirements of this paragraph may be satisfied by the delivery pursuant to paragraph (f) below of an annual report on Form 10-K containing the foregoing); (b) within 90 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, its consolidated balance sheet and related consolidated statements of income and cash flows showing its consolidated financial condition as of the Borrower, a copy close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Statements Officers as fairly presenting its financial condition and results of the Borrower and its Subsidiaries (prepared operations on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (or SAP, as applicable, subject to normal year-end audit adjustments and (it being agreed that the absence requirements of footnotesthis paragraph may be satisfied by the delivery pursuant to paragraph (e) below of a quarterly report on Form 10-Q containing the foregoing); (iic) As soon as available concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower extent thereof and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers corrective action taken or any other firm of independent certified public accountants reasonably acceptable proposed to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection taken with all such Financial Statementsrespect thereto; (iiid) As as soon as available and in any event within 45 90 days after the end of each Fiscal Quarter fiscal year, (including i) the end Statement of Actuarial Opinion of each Fiscal Year)of the Restricted Subsidiaries for such fiscal year and as filed with the Applicable Insurance Regulatory Authority and (ii) the Annual Statement of each of the Restricted Subsidiaries for such fiscal year and as filed with the Applicable Insurance Regulatory Authority, together with, in the case of the statements delivered pursuant to clause (ii) above, a compliance certificate of executed a Financial Officer to the effect that such statements present fairly the statutory assets, liabilities, capital and surplus, results of operations and cash flows of such Insurance Subsidiary in accordance with SAP; (e) promptly after the same become publicly available, copies of all reports on forms 10-K, 10-Q and 8-K filed by a Responsible Officer it with the SEC, or any Governmental Authority succeeding to any of or all the functions of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuingSEC, or, if any such Default has occurred and is continuing, a statement as to in the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as case of the last day Company, copies of the most recently ended Fiscal Quarter or Fiscal Year (all reports distributed to its shareholders, as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ivf) As soon promptly, from time to time, such other information as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form Lender shall reasonably satisfactory to request through the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longerAgent; and (Bg) To the Administrative Agent onlyconcurrently with any delivery of financial statements under paragraph (a) or (b) above, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts calculations of the Borrower financial tests referred to in Sections 5.10, 5.14 and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.035.16. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of Holdings and the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, its consolidated and consolidating balance sheet and related statements of income, stockholders' equity and cash flows showing the financial condition of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements of Holdings and the Borrower and their respective consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (prepared which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present, in all material respects, the financial condition and results of operations of each of Holdings and the Borrower and their respective consolidated Subsidiaries on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes)consistently applied; (iib) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including of the end first three fiscal quarters of each Fiscal Year)fiscal year, its consolidated and consolidating balance sheet and related statements of income, stockholders' equity and cash flows showing the financial condition of each of Holdings and the Borrower and their respective consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting, in all material respects, the financial condition and results of operations of each of Holdings and the Borrower and their respective consolidated Subsidiaries on a compliance consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a certificate of executed by a Responsible Financial Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states opining on or certifying such statements certifying that no Event of Default or Default has occurred and is continuing, or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants and, in the case of paragraph (a) above, setting forth Holdings' calculation of Excess Cash Flow, the Borrower's Portion of Excess Cash Flow for such fiscal year and identifying the application, if any, of any Borrower's Portion of Excess Cash Flow from the immediately preceding fiscal year to Permitted Acquisitions pursuant to Section 6.04(m) or investments pursuant to Section 6.04(o) and (ii) in the case of paragraph (a) above, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Holdings, the Borrower and their respective Subsidiaries, which audit was conducted in accordance with GAAP, such accounting firm obtained no knowledge that any Event of Default or Default has occurred or, if in the opinion of such accounting firm such an Event of Default or Default has occurred, specifying the nature and is continuingextent thereof; (d) promptly after the same become publicly available, a statement as copies of all periodic and other reports, proxy statements and other materials (other than exhibits thereto (unless requested by the Administrative Agent) and any registration statements on Form S-8 or its equivalent) filed by Holdings or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to holders of any Material Indebtedness pursuant to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as terms of the last day of the most recently ended Fiscal Quarter documentation governing such Indebtedness (or Fiscal Year (any trustee, agent or other representative therefor), as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ive) As soon as available, and in any event not no later than forty-five (45) 90 days following the end first day of each Fiscal Year fiscal year of the BorrowerHoldings, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, budget in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections (including budgeted statements of income by each of the Borrower’s compliance with 's business units and sources and uses of cash and balance sheets) prepared by Holdings for (i) each of the covenants set forth four quarters of such fiscal year prepared in Section 5.03 detail and (ii) each of this Agreementthe two years immediately following such fiscal year prepared in summary form, in each case, of Holdings and its Subsidiaries, accompanied by the statement of a Financial Officer of Holdings to the effect that the budget is a reasonable estimate for the period covered thereby; (vf) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable promptly after the end of each Fiscal Quarterrequest by any Lender, all documentation and other information that such Lender reasonably requests in any event no later than order to comply with its ongoing obligations under applicable "know your customer" and anti-money laundering rules and regulations, including the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longerUSA Patriot Act; and (Bg) To promptly, from time to time, such other information regarding the Administrative Agent onlyoperations, promptly after the Administrative Agent’s reasonable request thereforbusiness affairs and financial condition of Holdings, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate)Subsidiary, or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent or any Lender may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall will furnish to the Administrative Agent and to each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and is practicable, but in no any event later than forty-five (45) within 100 days after the last day end of each of the first three Fiscal Quarters of each Fiscal Year fiscal year of the Borrower, a copy of the Financial Statements audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries (prepared on a as at the end of, and the related consolidated andstatements of income, shareholders’ equity and cash flows for such year, and the corresponding figures as at any time during which the end of, and for, the preceding fiscal year, accompanied by an opinion of Deloitte & Touche LLP or such other independent certified public accountants of recognized standing as shall be retained by the Borrower has any Material and reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards relating to reporting and which report and opinion shall (A) be unqualified as to going concern and scope of audit and shall state that such financial statements fairly present the financial condition of the Borrower and its Consolidated Subsidiaries, consolidatingas at the dates indicated and the results of the operations and cash flows for the periods indicated and (B) contain no material exceptions or qualifications except for qualifications relating to accounting changes (with which such independent public accountants concur) in response to FASB releases or other authoritative pronouncements; (b) As soon as is practicable, basisbut in any event within 55 days after the end of each of the first three fiscal quarters of each fiscal year, the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of, and the related unaudited statements of income (or changes in financial position) for such Fiscal Quarter quarter and for the Fiscal Year period from the beginning of the then current fiscal year to datethe end of such fiscal quarter and the corresponding figures as at the end of, certified and for, the corresponding period in the preceding fiscal year, together with a certificate signed by the chief financial officer or a Responsible Officer vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, fairly present fairly in all material respects the financial conditioncondition of the Borrower and its Consolidated Subsidiaries, as at the end of the fiscal quarter and portion of the fiscal year then ended and the results of their operations for the quarter and other information reflected therein and to have been prepared portion of the fiscal year then ended in accordance conformity with GAAP (consistently applied, subject only to normal year-end audit adjustments and to the absence of footnotes)footnote disclosure; (iic) As soon as available and in no event later than one hundred twenty (120) days after Together with the close of each Fiscal Year delivery of the Borrowerstatements referred to in paragraphs (a) and (b) of this Section 5.1, (A) copies a certificate of the audited Financial Statements Responsible Officer, substantially in the form of Exhibit C hereto (i) stating whether or not the Borrower and its Subsidiaries (prepared on a consolidated signer has actual knowledge of any Default or Event of Default and, at if so, specifying each such Default or Event of Default of which the signer has actual knowledge, the nature thereof and any time during action which the Borrower has any Material Subsidiariestaken, consolidatingis taking, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto to each such condition or event and (Bii) sets forth demonstrating in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent detail compliance with such financial ratios the provisions of Sections 6.5 and tests is required to be tested as of the end of the applicable accounting period6.6 hereof; (ivd) As soon as availableWith reasonable promptness, copies of such financial statements and in any event not later than forty-five (45) days following reports that the end of each Fiscal Year of the BorrowerBorrower may make to, or file with, the Projections of the Loan Parties for the next Fiscal Year SEC and such other information, certificates and data (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each casewithout limitation, projected balance sheets, statements copies of income and retained earnings and statements Letters of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vCredit) The following information with respect to the Borrower and its Subsidiaries: (A) As soon Subsidiaries as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect from time to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated time may be reasonably requested by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts or any of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)Lenders; (viie) As soon as possible and in no event later than five (5) Business Days after Promptly upon any Responsible Officer obtaining actual knowledge of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice a certificate of a Responsible Officer specifying the nature and period of existence thereof, and, to the Administrative Agent of such Default or Event of Default and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower has taken, is taking or and proposes to take with respect thereto; and (xivf) Such other instruments, agreements, certificates, statements, documents and information relating to Promptly upon any material adverse change in the operations or condition (financial or otherwise) Responsible Officer of the Borrower or any of its SubsidiariesSubsidiaries obtaining actual knowledge of (i) the institution of any action, and compliance suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower with or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the terms of this Agreement Lenders), which, in each case would reasonably be expected to have a Material Adverse Effect, the Borrower shall promptly give notice thereof to the Lenders and the provide such other Credit Documents information as may be requested by the Administrative Agent or any Lender that is reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters; (g) Together with each set of financial statements required by paragraph (a) above, a certificate of the independent certified public accountants rendering the report and opinion thereon (which certificate may from time be limited to time reasonably request. Reports the extent required by accounting rules or otherwise) stating that, in connection with their audit, nothing has come to their attention that caused them to believe that the Borrower failed to comply with the terms, covenants, provisions or conditions of Sections 5.4, 5.5, 5.6, 6.1, 6.2 and 6.4 through 6.7, inclusive, or if a failure to comply has come to their attention, specifying the nature and period of existence thereof; (h) Information required to be delivered pursuant to Sections 5.01(a)(iparagraphs (a), (iib) and (ivd) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior provides notice to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and that such information has been posted on the Borrower’s website on the internet at the website address listed on the signature pages of such notice, at xxx.xxx.xxx or at another website accessible by the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agentwithout charge; provided, however, that: (1) provided that the Borrower shall deliver paper copies of the reports and financial statements referred to in paragraphs (a), (b) and (d) of this Section 5.1 to the Administrative Agent or any Lender who requests the Borrower to deliver such reports paper copies until written notice to cease delivering paper copies is given by the Administrative Agent or such Lender. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Bookrunners will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower 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 (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Bookrunners, the Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders upon written request therefor; (2) the Bookrunners shall be entitled to treat any Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)Platform not designated “Public Side Information.”

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As as soon as available and in no any event later than forty-five (45) within 120 days after the last day end of each fiscal year, (i) consolidated balance sheets and the related statements of income and cash flows of Borrower as of the first three Fiscal Quarters close of each Fiscal Year such fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries Annual Report on Form 10-K (prepared on a consolidated and, at or any time during which the Borrower has any Material Subsidiaries, consolidating, basissuccessor form) for such Fiscal Quarter year) all which have been audited by KPMG Peat Marwick or other independent public accountants of recognized national standing and for accompanied by an opinion of such accountants to the Fiscal Year to date, certified by a Responsible Officer of the Borrower to effect that such consolidated financial statements present fairly in all material respects the financial condition, condition and results of operations and other information reflected therein and to have been prepared of Borrower in accordance with GAAP consistently applied. (b) within 65 days after the end of each of the first three fiscal quarters of each fiscal year, (i) consolidated balance sheets and related statements of income and cash flows of Borrower as of the close of such fiscal quarter and the then elapsed portion of the fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower's Quarterly Report on Form 10-Q (or any successor form) for such quarter), each certified by a Financial Officer as fairly presenting the financial condition and results of operations of Borrower in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments. (c) promptly upon the mailing or filing thereof copies of all financial statements, reports and proxy statements mailed to the absence Borrower's public shareholders, and copies of footnotes)all registration statements (other than those on Form S-8) and Form 8-K's (to the extent that such Form 8-K's disclose actual or potential adverse developments with respect to the Borrower or could reasonably be anticipated to constitute a Material Adverse Effect) filed with the Commission (or any successor thereto) or any national securities exchange; (iid) As soon promptly after (i) the occurrence thereof, notice of any ERISA Termination Event or "prohibited transaction", as available and such terms are de- fined in no event later than one hundred twenty (120) days after the close of each Fiscal Year Section 4975 of the BorrowerCode, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated andwith respect to any Plan that results, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected anticipated to result result, in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to notice shall specify the nature thereof and what action Borrower proposes to take with respect thereto the Borrower's proposed response thereto, and (Bii) sets forth in reasonable detail, as actual copies of the last day any notice of the most recently ended Fiscal Quarter Pension Benefit Guaranty Corporation's (PBGC) intention to terminate or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required have a trustee appointed to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in administer any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longerPlan; and (Be) To the Administrative Agent onlypromptly, promptly after the Administrative Agent’s reasonable request thereforfrom time to time, copies of each monthly account statement (showing account balance such other information, regarding its operations, business affairs and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate)condition, or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents Loan Agreement, as the Administrative Agent Lender may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 100 days after the last day end of each fiscal year, its audited consolidated balance sheets and related statements of income and cash flow, showing the financial condition of the Borrower and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such subsidiaries during such year, all audited by Arthxx Xxxexxxx & Xo. or other independent public accountants of recognized national standing acceptable to the Lender and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; (b) within 50 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, its unaudited consolidated balance sheets and related statements of income and cash flow, showing the Borrower, a copy of the Financial Statements financial condition of the Borrower and its Subsidiaries (prepared consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of the Financial Officers of the Borrowers as fairly presenting the financial condition and results of operations of the Borrower on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (consistently applied, subject to normal year-end audit adjustments and the absence of footnotes)adjustments; (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under clause (120a) days after the close of each Fiscal Year or (b) above, a certificate of the Borrower, (A) copies of the audited accounting firm or Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N opining on or certifying such statements (a "Compliance Certificate"which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) which (Ai) states certifying that no Event of Default or Default has occurred and is continuing, or, if any such an Event of Default or Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets setting forth computations in reasonable detaildetail satisfactory to the Lender demonstrating compliance with the covenants contained in Sections 5.06, as 5.13, 5.14 and 5.15; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by it with the last day Securities and Exchange Commission, or 18 18 any Governmental Authority succeeding to any of or all the most recently ended Fiscal Quarter functions of said Commission, or Fiscal Year (with any national securities exchange, or distributed to its shareholders, as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (Be) To promptly, from time to time, such other information regarding the Administrative Agent onlyoperations, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance business affairs and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent onlySubsidiary, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent Lender may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, its consolidated and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows showing the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements financial condition of the Borrower and its consolidated Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer as of the Borrower close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, all audited by Coopers & Lybrxxx xx other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present fairly in all material respects the financial condition, condition and results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its consolidated Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed basis in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection accordance with all such Financial StatementsGAAP consistently applied; (iiib) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including of the end first three fiscal quarters of each Fiscal Year)fiscal year, a compliance certificate its consolidated and consolidating balance sheets and related statements of executed by a Responsible Officer operations, stockholders' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in substantially accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a certificate of the form of Exhibit N accounting firm or Financial Officer opining on or certifying such statements (a "Compliance Certificate"which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) which (Ai) states certifying that no Event of Default or Default has occurred and is continuing, or, if any such an Event of Default or Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets setting forth computations in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 and in any event 6.13; (d) on or prior to include projected Capital Expenditures and quarterly projections each date of delivery of the Borrower’s compliance with 's year-end financial statements pursuant to Section 5.03(a), the Borrower shall provide to each of Lender a business plan for the covenants set forth following five years, in Section 5.03 of this Agreementa form satisfactory to the Administrative Agent; (ve) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable within 10 days after the end of each Fiscal Quarter, and calendar month a certificate in any event no later than the form of Exhibit I (a "Borrowing Base Certificate") showing the Borrowing Base as of the close of business on the last day of the immediately succeeding such calendar month, a quarterly comparable store sales report prepared with respect each such Certificate to the portion be certified as complete and correct on behalf of the Fiscal Year ended with such Fiscal Quarter, which report shall contain Borrower by a listing Financial Officer of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; andBorrower; (Bf) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filedsame become publicly available, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agentperiodic and other reports, copies of any proxy statements and other material report or other material document not otherwise described in this Section 5.01(a) that was materials filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its the Subsidiaries of any new Subsidiary or any new Equity with the Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental LawExchange Commission, or any material liability Govern- 61 56 mental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and or compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent or any Lender may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The In the case of the Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (i) As soon as available and in no event later than forty-five (45) i. within 90 days after the last day end of each fiscal year, its consolidated and consolidating balance sheets and related statements of income and changes in financial position, showing the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements financial condition of the Borrower and its Subsidiaries consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such subsidiaries during such year, all audited by an independent public accountant of recognized national standing acceptable to the Lender and accompanied by an opinion of such accountants (prepared which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (consistently applied; ii. within 45 days after the end of each fiscal quarter of each fiscal year and within 30 days after the end of each month, its consolidated balance sheets and related statements of income and within 45 days after the end of each fiscal quarter of each fiscal year its statements of changes in financial position, all such statements showing the financial condition of the Borrower and its consolidated subsidiaries as of the close of such month or fiscal quarter, as applicable, and the results of its operations and the operations of such subsidiaries during such month or fiscal quarter, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence omission of footnotes)notes; (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year iii. concurrently with any delivery of the Borrowerquarterly or year-end financial statements under (a) or (b) above, (A) copies a certificate of the audited Financial Statements of the Borrower and its Subsidiaries Officer opining on or certifying such statements (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basisi) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states certifying that no Event of Default or Default has occurred and is continuing, or, if any such an Event of Default or Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets setting forth computations in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably detail satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s Lender demonstrating compliance with each of the covenants set forth contained in Section 5.03 of this AgreementSections 6.9 through 6.12, inclusive; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than iv. Within thirty (30) days after the receipt thereof end of each month, the Borrowers shall deliver to Lender a borrowing base certificate in the form of Exhibit B hereto (the "Borrowing Base Certificate") detailing the Borrowers' Eligible Accounts Receivable as of the last day of such month, certified as complete and correct on behalf of the Borrower by the Borrower or any of its Subsidiarieschief executive officer, a copy of any noticechief financial officer, summons, citations controller or other written communications concerning Responsible Officer of the Borrower, respectively. In addition, each Borrowing Base Certificate shall have attached to it such additional schedules and/or other information as the Lender may reasonably request including, without limitation, an accounts receivable aging report. If the Borrower fails to deliver any actualsuch Borrowing Base Certificate within ten (10) days after receiving notice from Lender that Borrower has not delivered a Borrowing Base Certificate within the time period described above, allegedthen the Borrowing Base shall be deemed to be $0 until such time as the Borrower delivers such required Borrowing Base Certificate; v. promptly after the same become publicly available, suspected or threatened material violation if applicable, copies of any Environmental Lawall periodic and other reports, proxy statements and other materials filed by it with the Securities and Exchange Commission, or any material liability governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; and vi. promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent onlysubsidiary, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent Lender may from time to time reasonably request. Reports required , including, but not limited to be (i) an annual budget with respect to the operations of Borrower, delivered pursuant to Sections 5.01(a)(i), within 90 days after the end of each fiscal year and (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether performance of an annual collateral exam by a commercial, third-party website or whether sponsored collateral examiner designated by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii)Lender.

Financial Statements, Reports, etc. The Borrower shall furnish Furnish to the ----------------------------------- Administrative Agent Agent, the Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender and each Lender Lender: (a) in the followingcase of JSCE, within 90 days after the end of each in fiscal year, its consolidated balance sheets and related statements of operations, stockholders' equity and cash flows, showing the financial condition of such form Person and its consolidated Subsidiaries as of the close of such detail as fiscal year and the Administrative Agent results of its operations and the operations of such Subsidiaries during such year, all audited by Ernst & Young LLP or other independent auditors of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall reasonably request: (inot be qualified in any material respect) As soon as available to the effect that such consolidated financial statements fairly present the financial condition and in no event later than forty-five (45) days after the last day results of each operations of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries (prepared such Person on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes)GAAP; (iib) As soon as available and in no event later than one hundred twenty (120) days after the close case of each Fiscal Year of the BorrowerJSCE, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter of the first three fiscal quarters of each fiscal year, (including i) its consolidated balance sheets and related statements of operations, stockholders' equity and cash flows, showing the financial condition of such Person and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then-elapsed portion of the fiscal year and (ii) a narrative discussion of the results of operations of JSCE in a form reasonably satisfactory to the Senior Managing Agents (it being understood that, in the case of clause (i) above, such information shall be in reasonable detail and certified by a Financial Officer of JSCE, as fairly presenting the financial condition and results of operations of JSCE on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments); (c) in the case of JSCE, within 30 days after the end of each Fiscal Yearmonth (other than the last month of any fiscal quarter), its consolidated balance sheets and related statements of operations, stockholders' equity and cash flows, showing the financial condition of such Person and its consolidated Subsidiaries as of the close of such month and the results of its operations and the operations of such Subsidiaries during such month and the then-elapsed portion of the fiscal year; (d) concurrently with any delivery of financial statements of JSCE under paragraph (a) or (b) above, a compliance certificate of executed by a Responsible Financial Officer of the Borrower in substantially the form such Person (i) certifying that, after due investigation and reasonable inquiry, no Default or Event of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such a Default or Event of Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action Borrower proposes taken or proposed to take be taken with respect thereto and (Bii) sets setting forth computations in reasonable detail, as detail satisfactory to the Senior Managing Agents of the last day ratios contemplated by Section 2.06(c) and demonstrating compliance with the covenants contained in Sections 7.01, 7.02, 7.03, 7.04, 7.06, 7.13, 7.14 and 7.15; (e) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the most recently ended Fiscal Quarter accounting firm opining on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying (i) whether in connection with its audit examination any Default or Fiscal Year Event of Default has come to its attention and, if such event has come to its attention, the nature and extent thereof and (ii) that based on its audit examination, nothing has come to its attention that leads it to believe that the information contained in the certificate delivered therewith pursuant to paragraph (d) above is not correct; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials (other than (i) the exhibits to registration statements and (ii) any registration statements on Form S-8 or its equivalent) filed by SSCC, JSCE, the Borrower or SNC or any of their respective Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of such Commission, or with any national securities exchange, or distributed to any such Person's shareholders (other than SSCC, JSCE, or the Borrower), as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ivg) As as soon as available, and in any event not no later than forty-five (45) 60 days following the end of after each Fiscal Year of the Borrowerfiscal year, the Projections of the Loan Parties a consolidated annual plan, prepared in accordance with JSCE's normal accounting procedures applied on a consistent basis, for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements fiscal year of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this AgreementJSCE; (vh) The following information with respect to upon the Borrower and its Subsidiaries: earlier of (Ai) As soon as practicable 90 days after the end of each Fiscal Quarter, fiscal year of JSCE and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the financial statements of JSCE are delivered pursuant to paragraph (a) above, a certificate of a Financial Officer of JSCE setting forth, in detail satisfactory to the Senior Managing Agents, the amount of Excess Cash Flow, if any, for such fiscal year; promptly from time to time, such other information regarding the operations, business affairs and financial condition of SSCC, JSCE, the Borrower posts such reports prior to 5:00 p.m.or SNC, electronically on IntraLinks/IntraAgency or other relevant website to which compliance with the Administrative Agent and the Lenders have access (whether a commercialterms of any Loan Document, third-party website or whether sponsored by as the Administrative Agent) , the Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender or by electronic mail to the Administrative Agentany Lender may reasonably request; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).and

Financial Statements, Reports, etc. The Borrower shall Debtors will furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestBank: (ia) As soon as available and in no event later than forty-five (45) days after the last day of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five 90 days (5or 105 days if the Debtors shall have duly filed for appropriate extensions with the Securities and Exchange Commission and shall have provided the Bank with a copy thereof) Business Days after the end of each fiscal year of the Debtors Consolidated and consolidating balance sheets and Consolidated and consolidating income statements of the Debtors showing the financial condition of the Debtors as of the close of such fiscal year and the results of operations during such year, a Responsible Consolidated and consolidating statement of shareholders' equity and a Consolidated and consolidating statement of cash flows (or its then equivalent), as of the close of such fiscal year, all the foregoing financial statements to be prepared in accordance with generally accepted accounting principles consistently applied and audited by Deloitte and Touche or such other independent public accountants acceptable to the Bank (which report shall not contain any qualification) and to be in form reasonably acceptable to the Bank, except that the consolidating financial statements of the Debtors may be prepared by management in accordance with generally accepted accounting principles consistently applied; (b) as soon as practicable, and in any event within 45 days (or 50 days if the Debtors shall have duly filed for appropriate extensions with the Securities and Exchange Commission and shall have provided the Bank with a copy thereof) after the end of each fiscal quarter, (i) Consolidated and consolidating balance sheets and Consolidated and consolidating income statements showing the financial condition at the end of such quarter and results of operation of the Debtors for the period then ended certified by a Financial Officer of the Borrower becomes aware each of the existence Debtors as presenting fairly the financial position and results of operations of the Debtors and as having been prepared in accordance with generally accepted accounting principles consistently applied, in each case subject to normal year-end audit adjustments, and (ii) a report for each of the Debtors listing, by account debtor, such Debtor's Accounts Receivable (including the name, address, balance due and aging (30-day, 60-day and 90-day, etc.) of all Accounts Receivable and the basis for the determination of Eligible Accounts; (c) as soon as practicable, and in any condition event within 20 days after the end of each month, a borrowing base certificate ("Borrowing Base Certificate") in the form annexed hereto as Exhibit E for the fiscal month of the Debtors just ended, together with an aging summary of all Accounts Receivable; (d) promptly after the same become publicly available, copies of such registration statements, annual, periodic and other reports, and such proxy statements and other information, if any, as shall be filed by the Debtors with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934; (e) concurrently with any delivery under (a), (b) or (c) above, certificates of a Financial Officer of each of the Debtors demonstrating compliance, as of the dates of the financial statements being furnished at such time, with the covenants set forth in Article VI hereof; (f) concurrently with any delivery under (a) or (b) above, certificates of a Financial Officer of each of the Debtors certifying that to the best of his or her knowledge no Event of Default or event which constitutes a with the giving of notice or lapse of time or both would constitute such an Event of Default has occurred and, if such an Event of Default or Event of Defaultevent has occurred, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence extent thereof and specifying what any corrective action the Borrower is taking taken or proposes proposed to take be taken with respect thereto; and; (xivg) Such such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent Bank may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall Company will furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestHolders: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, the Consolidated and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, showing the financial condition of the first three Fiscal Quarters Company and its Subsidiaries, as of the close of such fiscal year and the results of its operations during such year, such Consolidated statements to be audited by an independent public accountant of recognized national or regional standing acceptable to the Holders, and accompanied by an opinion of such accountant (which shall not be qualified in any material respect) that such financial statements fairly present the financial condition and results of operations of the Company and its Subsidiaries on a Consolidated basis in accordance with GAAP; (b) within 30 days after the end of each Fiscal Year month, the Consolidated and consolidating financial statements of the Borrower, a copy of the Financial Statements of the Borrower Company and its Subsidiaries (prepared on a consolidated andincluding revenue and gross profit information by major product line), at any time during which setting forth in each case in comparative form the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and corresponding figures for the Fiscal Year to datecorresponding month and fiscal year-to-date period of the preceding fiscal year and the corresponding figures for the corresponding month and fiscal year-to-date period of the annual forecast, all certified by a Responsible its Financial Officer of the Borrower to present as fairly presenting in all material respects the financial condition, condition and results of operations of the Company and other information reflected therein and to have been prepared its Subsidiaries on a Consolidated basis in accordance with GAAP (but without footnotes), subject to normal year-end audit adjustments and the absence adjustments, together with a monthly management summary description of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year of the Borroweroperations, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection together with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year), a detailed calculations evidencing compliance certificate of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement6.12; (vc) The following information concurrently with respect to the Borrower and its Subsidiaries: any delivery of financial statements under sub-paragraph (Aa) As soon as practicable after the end of each Fiscal Quarteror (b) above, and in any event no later than the last day a certificate of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion accounting firm or Financial Officer of the Fiscal Year ended with Company opining on or certifying such Fiscal Quarterstatements (which certificate, which report shall contain when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) containing a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts detailed calculation of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant relevant items used to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to calculate compliance with the financial covenants set forth in Section 5.03. (vi) On 6.12 and, certifying that no Event of Default or before Default has occurred or, if such an Event of Default or Default has occurred, specifying the date the next Compliance Certificate is required nature and extent thereof and any corrective action taken or proposed to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take taken with respect thereto; (viiid) As soon to the extent that any Credit Party is or becomes subject to such reporting requirements, promptly after the same become publicly available, notice of all final periodic and other reports, proxy statements and other materials filed by such Credit Party with the U.S. Securities and Exchange Commission (the "SEC"), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders (exclusive of proprietary information unless (i) the Person that is the source of the information or report is a public company and (ii) such Person would then be required to file such proprietary information with the SEC), as available and in no event later than five the case may be; (5e) Business Days after they are filedpromptly upon reasonable request by any Holder, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was documents filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower Company or any of its Subsidiaries of with any new Subsidiary or any new Equity Securities of any existing SubsidiaryGovernmental Authority, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after including, without limitation, the receipt thereof by U.S. Internal Revenue Service, the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).U.S. Environmental

Financial Statements, Reports, etc. The Borrower shall will furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestHolders: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each fiscal year, the Consolidated and consolidating balance sheets and related statements of operations, stockholders' equity and cash flows, showing the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Financial Statements financial condition of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and for the Fiscal Year to date, certified by a Responsible Officer as of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (ii) As soon as available and in no event later than one hundred twenty (120) days after the close of each Fiscal Year such fiscal year and the results of the Borrowerits operations during such year, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, financial statements to be audited by PricewaterhouseCoopers PriceWaterhouseCoopers or any other firm another independent public accountant of independent certified public accountants recognized national or regional standing reasonably acceptable to the Administrative AgentHolders, and (Baccompanied by an unqualified opinion of such accountant reasonably acceptable to the holders, and provided that all financial statements to be delivered under this Section 6.4(a) copies shall distinguish between the Restricted Subsidiaries and Unrestricted Subsidiaries of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial StatementsBorrower; (iiib) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end fiscal quarter of each Fiscal Year)fiscal year, a compliance certificate its Consolidated and consolidating balance sheet and related statements of executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate") which (A) states that no Default has occurred operations, stockholders' equity and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of cash flows showing the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as condition of the end of the applicable accounting period; (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon , as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to close of such fiscal quarter and the results of its operations during such fiscal quarter and the then elapsed portion of the Fiscal Year ended with such Fiscal Quarterfiscal year, which report shall contain a listing all certified by its Financial Officer as fairly presenting in all material respects the financial condition and results of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts operations of the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP (but without footnotes and provided that are included as part all financial statements to be delivered under this Section 6.4(b) shall distinguish between the Restricted Subsidiaries and Unrestricted Subsidiaries of the Collateral; providedBorrower), howeversubject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, that a certificate of the Lenders agree that accounting firm or Financial Officer of the financial statements/reports provided pursuant Borrower opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to Sections 5.01(a)(ivaccounting matters and disclaim responsibility for legal interpretations) and 5.01(a)(v)(A) and (B) above shall not be containing a detailed calculation of the relevant items used by the Lenders to declare an Event of Default as to calculate compliance with the financial covenants set forth in Section 5.03. (vi) On 6.12, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 6.12, a statement of reconciliation conforming such financial statements to GAAP, and certifying that no Event of Default or before Default has occurred or, if such an Event of Default or Default has occurred, specifying the date the next Compliance Certificate is required nature and extent thereof and any corrective action taken or proposed to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take taken with respect thereto; (viiid) As soon as available and in no event later than five (5) Business Days to the extent that any Credit Party is or becomes subject to such reporting requirements, promptly after they are filedthe same become publicly available, copies of all IRS Form 5500 reports for final periodic and other reports, proxy statements and other materials filed by such Credit Party with the U.S. Securities and Exchange Commission (the "SEC"), or any Governmental Authority succeeding to any or all Employee Benefit Plans of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders (exclusive of proprietary information unless (i) the Person that is the source of the information or report is a public company and (ii) such Person would then be required to file such formproprietary information with the SEC), as the case may be; (ixe) Promptly after request by promptly upon the Administrative Agentfiling thereof, copies of any other all material report or other material document not otherwise described in this Section 5.01(a) that was documents filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of with any new Subsidiary or Governmental Authority, including, without limitation, the U.S. Internal Revenue Service, the U.S. Environmental Protection Agency (and any new Equity Securities of any existing Subsidiarystate equivalent), written notice thereof;the U.S. Occupational Safety & Health Administration and the SEC. (xiif) As soon as possible and in no event later than thirty (30) days after promptly upon the receipt thereof thereof, copies of all material notices received by the Borrower or any of its SubsidiariesRestricted Subsidiaries under or pursuant to any Investment Document or Material Contract or instrument, a copy of any noticeindenture, summons, citations loan or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damagessimilar agreement; (xiiig) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after not later than 15 days prior to commencement of each fiscal year, a Responsible Officer copy of the Borrower becomes aware of the existence of any condition or event which constitutes Borrower's annual budget (detailed on a Default or Event of Defaultquarterly basis) for such fiscal year, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take in a form consistent with respect thereto; andpast practices; (xivh) Such other instrumentspromptly after entering into the same, copies of all shareholders agreements, certificates, statements, documents material employment agreements and information relating to any other material adverse change in the operations or condition (financial or otherwise) agreements of the Borrower or its Subsidiaries; and (i) promptly, from time to time, such other information regarding the operations, business affairs and compliance by financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Credit Documents any Investment Document, as the Administrative Agent any Holder may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall furnish deliver or cause to be delivered to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestLender: (ia) As soon as available and in no event not later than forty-five (45) 50 days after the last day end of each of the first three Fiscal Quarters quarters of each Fiscal Year fiscal year of the Borrower, a copy balance sheet and related statements of the Financial Statements income and cash flows of the Borrower and its the Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) basis for such Fiscal Quarter calendar quarter and for the Fiscal Year period beginning on the first day of such fiscal year of the Borrower and ending on the last day of such quarter (in sufficient detail to dateindicate the Borrower's and each Subsidiary's compliance with the financial covenants set forth in Section 6.01), together with statements in comparative form for the corresponding date or period in the preceding fiscal year of the Borrower as summarized in the Form 10-Q of the Borrower filed with the SEC pursuant to Section 13 of the Exchange Act for the corresponding period, and certified by a Responsible Financial Officer as presenting fairly the financial condition and results of operations of the Borrower to present fairly in all material respects and the financial condition, results of operations and other information reflected therein and to have been prepared Subsidiaries on a consolidated basis in accordance with GAAP (consistently applied, subject to normal year-end audit adjustments and the absence of footnotes); (iib) As soon as available and in no event not later than one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, (A) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 100 days after the end of each Fiscal Quarter fiscal year of the Borrower, financial statements (including the end of each Fiscal Year)a balance sheet, a compliance certificate statement of executed by income, a Responsible Officer statement of stockholders' equity and a statement of cash flows) of the Borrower in substantially and the form of Exhibit N (Subsidiaries on a "Compliance Certificate") which (A) states that no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested consolidated basis as of the end of the applicable accounting period; and for such fiscal year (iv) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of sufficient detail to indicate the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in 's and each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s Subsidiary's compliance with each of the covenants set forth in Section 5.03 of this Agreement; (v) The following information with respect to the Borrower and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower6.01), copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders together with statements in comparative form as of the Borrower, end of and copies of all annual, regular, periodic and special reports (including without limitation reports submitted for the preceding fiscal year as summarized in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which of the Borrower may file or be required to file filed with the Securities and Exchange Commission under SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amendedfor the corresponding period, and not otherwise required to be delivered accompanied by a report of Ernst & Young LLP or other independent public accountants acceptable to the Lenders pursuant Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as to other provisions the scope of this Section 5.01(asuch audit); (vii) As soon as possible and , which opinion shall state in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of effect that such financial statements (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Planwere audited using generally accepted auditing standards, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or were prepared in the aggregate), or accordance with GAAP consistently applied and (C) any other event or present fairly the financial condition which is reasonably likely to have a Material Adverse Effect, the statement and results of a Responsible Officer operations of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damagesthe period covered; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall will furnish to the Administrative Agent (and each Lender the following, each Agent will furnish to the Lenders (via the Platform (as defined in such form and such detail as the Administrative Agent Section 9.17(b)) or the Required Lenders shall reasonably request:otherwise): (ia) As soon as available and in no event later than forty-five (45) within 100 days after the last day end of each of the first three Fiscal Quarters of each Fiscal Year fiscal year of the Borrower, a copy (i) its audited consolidated balance sheet and related statements of operations, changes in partners’ equity and cash flows as of the Financial Statements end of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and year, setting forth in each case in comparative form the figures for the Fiscal Year previous fiscal year, all prepared in accordance with GAAP and reported on by PricewaterhouseCoopers LLP, or other independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to date, certified by a Responsible Officer the scope of such audit) to the Borrower to effect that such consolidated financial statements present fairly in all material respects the financial condition, condition and results of operations of the Borrower and other the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii) a statement of (x) the value of the Borrower’s total assets under management as of the close of regular session trading on The New York Stock Exchange, Inc. (“NYSE”) on the last day during such period on which the NYSE was open for regular session trading, such value determined by the Borrower in accordance with the Borrower’s procedures for valuation of securities in effect on that date, and (y) the total amount of assets added to assets managed by the Borrower during such period and the total amount of assets withdrawn from assets managed by the Borrower during such period, in each case excluding the effect of market appreciation and depreciation; provided that, following the Reorganization, to the extent Artisan Partners Asset Management Inc.’s Annual Report on Form 10-K (the “Form 10-K”) filed with the SEC includes the information reflected therein required to be delivered pursuant to this Section 5.04(a), the filing of the Form 10-K and the delivery thereof to have been the Agent (which may include written notice to the Agent indicating the website on which such filing may be accessed) within the time period specified above shall be deemed to satisfy the requirements of this Section 5.04(a); (b) within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, (i) its consolidated balance sheet and related statements of operations, and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all prepared in accordance with GAAP (and certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a statement of (x) the value of the Borrower’s total assets under management as of the close of regular session trading on the NYSE on the last day during such period on which the NYSE was open for regular session trading, such value determined by the Borrower in accordance with the Borrower’s procedures for valuation of securities in effect on that date, and (y) the total amount of assets added to assets managed by the Borrower during such period and the total amount of assets withdrawn from assets managed by the Borrower during such period, in each case excluding the effect of market appreciation and depreciation; provided that, following the Reorganization, to the extent Artisan Partners Asset Management Inc.’s Quarterly Report on Form 10-Q (the “Form 10-Q”) filed with the SEC includes the information required to be delivered pursuant to this Section 5.04(b), the filing of the Form 10-Q and the delivery thereof to the Agent (which may include written notice to the Agent indicating the website on which such filing may be accessed) within the time period specified above shall be deemed to satisfy the requirements of this Section 5.04(b); (iic) As soon as available and in no event not later than one hundred twenty the date under which financial statements are required to be delivered under clause (120a) days after the close of each Fiscal Year of the Borrower, or (Ab) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year)above, a compliance certificate of executed by a Responsible Financial Officer of the Borrower in substantially the form of Exhibit N H (i) certifying as to whether a "Compliance Certificate") which (A) states that no Default has occurred and, if a Default has occurred, specifying the details thereof and is continuingany action taken or proposed to be taken with respect thereto, or(ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11, (iii) stating whether any material changes in GAAP applied in the preparation of the Borrower’s financial statements have occurred since the date of the most recent audited annual financial statements furnished to the Lenders hereunder and, if any such Default change has occurred and is continuingoccurred, a statement as to specifying the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detail, as effect of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of such change on the financial ratios statements accompanying such certificate and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (iv) As soon containing a reconciliation (which shall be certified as available, being true and correct by a Financial Officer) specifying in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form detail reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections the effects, if any, of the Borrower’s compliance with each application of ASC 810 in respect of any Variable Interest Entities, which reconciliation shall show all adjustments and modifications to the financial statements delivered under clause (a) or (b) above to eliminate the effects of ASC 810 and set forth calculations of the covenants set forth in Section 5.03 applicable amounts (including Consolidated EBITDA, Consolidated Total Indebtedness and Consolidated Interest Expense) and ratios upon which covenant compliance is based, after eliminating the effect of this Agreementthe application of ASC 810; (vd) The following information concurrently with respect any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the Borrower and its Subsidiaries:extent required by accounting rules or guidelines); (Ae) As soon as practicable after promptly upon the end of each Fiscal Quarter, and in any event no later than the last day furnishing thereof to all of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion Limited Partners of the Fiscal Year ended Borrower generally, copies of all financial statements, reports, proxy statements and other materials so furnished; (f) promptly upon the filing of any financial statements, reports, proxy statements and other materials with the SEC or with any national securities exchange, written notice of such Fiscal Quarter, filing indicating the website on which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longerfiling may be accessed; and (Bg) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable following any request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or such other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports information (including without limitation reports submitted in connection financial information , including with respect to any Specified Accounting Adjustments) as the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower Agent or any of Lender, making its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in request through the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent only, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to Sections 5.01(a)(i), (ii) and (iv) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such reports prior to 5:00 p.m., electronically on IntraLinks/IntraAgency or other relevant website to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent; provided, however, that: (1) the Borrower shall deliver paper copies of such reports to the Administrative Agent and the Lenders upon written request therefor; (2) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and provide to the Administrative Agent by electronic mail versions (i.e. soft copies) of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent paper copies of the Compliance Certificates required pursuant to Section 5.01(a)(iii).

Financial Statements, Reports, etc. The Borrower shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably requestAgent: (ia) As soon as available and in no event later than forty-five (45) within 105 days after the last day end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the first three Fiscal Quarters close of each Fiscal Year of the Borrower, a copy of the Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Quarter and fiscal year, together with comparative figures for the Fiscal Year immediately preceding fiscal year, all audited by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to date, certified by a Responsible Officer of the Borrower to effect that such consolidated financial statements present fairly in all material respects the financial condition, condition and results of operations of the Borrower and other information reflected therein and to have been prepared its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the close of and for such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes); (iic) As soon as available and in no event later than one hundred twenty concurrently with any delivery of financial statements under paragraph (120a) days after the close of each Fiscal Year of the Borrower, or (Ab) copies of the audited Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis) for such Fiscal Year, audited by PricewaterhouseCoopers or any other firm of independent certified public accountants reasonably acceptable to the Administrative Agent, and (B) copies of the unqualified opinions (or opinions containing such qualifications as to events or conditions that the Administrative Agent and the Required Lenders have agreed in writing could not reasonably be expected to result in a Material Adverse Effect) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements; (iii) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (including the end of each Fiscal Year)above, a compliance certificate of Compliance Certificate executed by a Responsible Officer of the Borrower in substantially the form of Exhibit N (a "Compliance Certificate"i) which (A) states certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and is continuingextent thereof and any corrective action taken or proposed to be taken with respect thereto, or(ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 7.05 and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, if any such Default change has occurred occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and is continuingother reports, a statement as proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed to the nature thereof and what action Borrower proposes to take with respect thereto and (B) sets forth in reasonable detailits shareholders generally, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03 to the extent compliance with such financial ratios and tests is required to be tested as of the end of the applicable accounting period; (ive) As soon as available, and in any event not later than forty-five (45) days following the end of each Fiscal Year of the Borrower, the Projections of the Loan Parties for the next Fiscal Year (prepared on a consolidated and, at any time during which the Borrower has any Material Subsidiaries, consolidating, basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail, in form reasonably satisfactory to the Administrative Agent and in any event to include projected Capital Expenditures and quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement[reserved]; (vf) The following promptly, from time to time, such other information with respect to regarding the Borrower operations, business affairs and its Subsidiaries: (A) As soon as practicable after the end of each Fiscal Quarter, and in any event no later than the last day of the immediately succeeding calendar month, a quarterly comparable store sales report prepared with respect to the portion of the Fiscal Year ended with such Fiscal Quarter, which report shall contain a listing of Stores owned and/or operated by the Borrower and its Subsidiaries during such period (including currently existing Stores, Store relocations and acquired Stores) opened and operating for 13 months or longer; and (B) To the Administrative Agent only, promptly after the Administrative Agent’s reasonable request therefor, copies of each monthly account statement (showing account balance and monthly account activity) for all deposit and investment accounts of the Borrower and its Subsidiaries that are included as part of the Collateral; provided, however, that the Lenders agree that the financial statements/reports provided pursuant to Sections 5.01(a)(iv) and 5.01(a)(v)(A) and (B) above shall not be used by the Lenders to declare an Event of Default as to the financial covenants set forth in Section 5.03. (vi) On or before the date the next Compliance Certificate is required to be delivered by the Borrower, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports (including without limitation reports submitted in connection with the filing of any Form 10-K or 10-Q by the Borrower) and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (vii) As soon as possible and in no event later than five (5) Business Days after any Responsible Officer of any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation, suits, claims or disputes against the Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party of $5,000,000 or more (alone or in the aggregate), or (C) any other event or condition which is reasonably likely to have a Material Adverse Effect, the statement of a Responsible Officer of the Borrower setting forth details of such event or condition and the action which the Borrower proposes to take with respect thereto; (viii) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Employee Benefit Plans required to file such form; (ix) Promptly after request by the Administrative Agent, copies of any other material report or other material document not otherwise described in this Section 5.01(a) that was filed by the Borrower with any Governmental Authority; (x) As soon as possible and in no event later than five (5) Business Days after the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c)(iii), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (xi) As soon as possible and in no event later than ten (10) Business Days after the establishment or acquisition by the Borrower or any of its Subsidiaries of any new Subsidiary or any new Equity Securities of any existing Subsidiary, written notice thereof; (xii) As soon as possible and in no event later than thirty (30) days after the receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened material violation of any Environmental Law, or any material liability of the Borrower or any of its Subsidiaries for Environmental Damages; (xiii) To the Administrative Agent onlySubsidiary, as soon as practicable, and in any event within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, to the Administrative Agent and each of the Lenders, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, statements, documents and information relating to any material adverse change in the operations or condition (financial or otherwise) of the Borrower or its Subsidiaries, and compliance by the Borrower with the terms of this Agreement and the other Credit Documents Agreement, as the Administrative Agent or any Lender may from time to time reasonably request; (g) promptly, following a request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. Reports Documents required to be delivered pursuant to Sections 5.01(a)(i), this Section 6.04 (ii) and (ivto the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if soso delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such reports prior to 5:00 p.m.documents, electronically or provides a link thereto on IntraLinks/IntraAgency the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or other relevant website (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 and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or by electronic mail to the Administrative Agent); provided, however, that: (1i) the Borrower shall deliver paper copies of such reports documents required to be delivered pursuant to Section 6.04(a) and (b) to the Administrative Agent and or any Lender upon its request to the Lenders upon Borrower to deliver such paper copies until a written request therefor; to cease delivering paper copies is given by the Administrative Agent or such Lender and (2ii) the Borrower shall notify the Administrative Agent (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such reports documents required to be delivered pursuant to Section 6.04(a) and provide to the (b). The Administrative Agent by electronic mail versions (i.e. soft copies) shall have no obligation to request the delivery of such reports upon written request therefor; (3) the Borrower shall reimburse the Administrative Agent for all costs and expenses incurred by the Administrative Agent in creating and maintaining such IntraLinks/IntraAgency or other relevant website in accordance with Section 8.02; and (4) in every instance the Borrower shall provide to the Administrative Agent maintain paper copies of the Compliance Certificates required pursuant documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower 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 upon the written request of the Administrative Agent (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 5.01(a)(iii10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”