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

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification and without an expression of uncertainty as to the ability of the Borrower or any of its Subsidiaries to continue as going concerns, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy §§9 and 10 of this Credit AgreementAgreement and all the definitions associated therewith, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's ’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Borrower, an unaudited monthly consolidated balance sheet and consolidated statement of income of the Borrower and its Subsidiaries for such month prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial condition of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit D hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 §10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (de) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (ef) within forty-five days (45) days of the end of each calendar month and, in any case, simultaneously with the delivery of a Loan Request in accordance with §2.9, and at the times specified in §9.5.2 and at such other times as the Administrative Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month, the date of such Loan Request or other date so requested by the Administrative Agent, as the case may be; (g) simultaneously with the delivery of the financial statements referred to in subsection (b) above and at such other times as the Administrative Agent may reasonably request, a summary Accounts Receivable (including Eligible Container Receivables) aging report as of the end of each fiscal quarter of the Borrower, together with a list of account debtors and the associated Accounts Receivable with the largest overdue face amounts as of the end of each fiscal quarter, and otherwise in form and detail satisfactory to the Administrative Agent, together with a list of the twenty (20) account debtors with whom the Borrower transacted the largest volume of business during such fiscal quarter; (h) as soon as practicable, but in any event not later than 45 days after request by the Administrative Agent made after determining in its discretion that an appraisal or reappraisal of the value of Eligible Containers of the Borrower or any Subsidiary of the Borrower is necessary, an appraisal or reappraisal, as the case may be, of the value of such Eligible Containers, which appraisal or reappraisal shall be conducted at the expense of the Borrower or such Subsidiary by an appraiser selected by the Administrative Agent in form and substance satisfactory to the Administrative Agent; (i) simultaneously with the delivery of the financial statements referred to in subsection (a) above and from time to time upon request of the Administrative Agent, projections a copy of the Borrower Borrower’s business plan, budget and its Subsidiaries financial forecast prepared on a monthly or quarterly basis for the then current fiscal year, all in such form and detail as the Lenders may reasonably request, updating those projections delivered to the Banks Lenders and referred to in ss§7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this §8.4(i); (j) simultaneously with the delivery of the financial statements referred to in subsection (c) above, a report listing the aggregate number of Containers owned, rented, leased or managed by the Borrower and its Subsidiaries, together with monthly utilization rate and per diem rental rate information with respect to the Containers in form and detail satisfactory to the Agent; (k) from time to time such other financial data and information (including accountants’ management letters) as the Administrative Agent or any Lender may reasonably request; and (l) simultaneously with the delivery thereof to Interpool or other holder of Subordinated Debt, copies of any notices with respect to the Subordinated Debt delivered from time to time to Interpool or such other holder pursuant to the relevant Subordination Documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will 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 IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public 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 Arranger, the L/C Issuer, the Swing Line Lender 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 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger 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 Investor.” Notwithstanding the foregoing or anything to the contrary contained herein, the Borrower shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ PricewaterhouseCoopers LLP or ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or by other independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower certificate in substantially the form of EXHIBIT C F hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Sections 7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 Sections 8.1(d), 8.3, 8.4, 8.5, and (9 hereof and that no Default or Event of Default exists, PROVIDED that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower's and its Subsidiaries' stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as the Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; PROVIDED, HOWEVER, this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

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

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated and combined balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated and combined statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating combined statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating combined statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without qualification audited by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other an independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Defaultaccountant; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated and combined balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated and combined statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating combined statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal chief financial officer or accounting officer treasurer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal chief financial officer or accounting officer treasurer of the Borrower in substantially the form of EXHIBIT C hereto (a "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet DateSection 10; (d) contemporaneously with as soon as practicable after the filing or mailing thereof, copies of all material of a financial naturestatements, all reportsdisclosure statements, proxy statements reports and notices proxies filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request as soon as practicable, but in any event not later than thirty (30) days after the filing of the Agent10K of the Borrower, projections annual income statements, balance sheets and cash flow statements for the immediately succeeding fiscal year of the Borrower and its Subsidiaries updating those projections delivered to the Banks Administrative Agent; (f) as soon as practicable notice of the Borrower's and referred SLC's intent to in sscause the Shareholder Distribution to occur; and (g) from time to time such other additional information regarding the financial position of the Borrower and its Subsidiaries as the Administrative Agent may reasonably request.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the BorrowerBorrowers, the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement statements of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory with respect to the Agentconsolidated financial statements, together certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use reasonable efforts to provide the Banks with a written statement from such accountants the Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in Section 8 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of the Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants the Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants the Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated and consolidating balance sheet sheets and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such quarter, subject to year end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Borrowers (the "CFO") that the consolidated financial statements are prepared in accordance with GAAP and fairly present the consolidated financial condition of the Borrowers as at the close of business on the date thereof and the results of operations for the period then ended; (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of the Borrowers, unaudited monthly consolidated and consolidating financial statements of the Borrowers for such month, prepared in accordance with GAAP, with a certification by the CFO that the information contained in such financial statements fairly presents the financial position condition of the Borrower and its Subsidiaries Borrowers on the date thereof (subject to year-end adjustments); (cd) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C hereto (the "Compliance Certificate") certified by the principal financial or accounting officer CFO that the Borrowers are in compliance with the covenants contained in Sections 6, 7 and 8 hereof as of the Borrower in substantially end of the form of EXHIBIT C hereto and applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the covenants contained Borrowers' Chief Operating Officer in ss.10 and (if applicable) reconciliations the form attached hereto as Exhibit D with respect to reflect changes in generally accepted accounting principles since the Balance Sheet Dateenvironmental matters; (de) contemporaneously with or promptly following the delivery thereof to the boards of directors of the Borrowers, copies of the financial statements, financial projections, annual budget, variance reports and business plan concerning the Borrowers in substantially the same form in which such information is supplied to the boards of directors of the Borrowers; (f) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower;Borrowers; and (eg) from time to time upon request time, such other financial data and other information (including accountants' management letters) as the Banks may reasonably request. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Credit Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that this authorization shall not be deemed to be a waiver of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered any rights to object to the disclosure by the Banks and referred of any such information which the Borrowers have or may have under the federal Right to Financial Privacy Act of 1978, as in sseffect from time to time.

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

Financial Statements, Certificates and Information. The Borrower Issuer will deliver to each of the BanksPurchaser: (a) as soon as practicable, but in any event not later than ninety eighty (9080) days after the end of each fiscal year of the BorrowerIssuer, the audited consolidated balance sheet of the Borrower Issuer and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiariessubsidiaries, each as at the end of such year, and the related audited consolidated statement statements of income and audited consolidated statement statements of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearflow, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements (i) to be in reasonable detail, prepared in accordance with generally accepted accounting principles, GAAP and the requirements of the SEC and (ii) to be certified without qualification and without an expression of uncertainty as to the ability of the Issuer or any of the Subsidiaries to continue as going concerns, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other independent certified public accountants reasonably satisfactory to the AgentPurchaser (provided that the absences of such qualification or expression shall not be required with respect to any year prior to the fiscal year ending February 28, 2013), together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault related to or arising from accounting matters, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Purchaser for failure to obtain knowledge of any Default or Event of Default; (b) (i) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the fiscal quarters of the BorrowerIssuer, copies of the unaudited consolidated balance sheet sheets of the Borrower Issuer and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each subsidiaries as at the end of such quarter, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year quarter then elapsedended, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP and SEC requirements, together with a certification by the principal financial or accounting officer of the Borrower Issuer that the information contained in such financial statements fairly presents the financial position of the Borrower Issuer and its Subsidiaries their respective subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

Financial Statements, Certificates and Information. The Borrower Obligors will deliver to each of the Banks: (a) Lenders: as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerObligors, the consolidated balance sheet and consolidating (in the case of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower Guarantor and its Subsidiaries, each ) and the combined (in the case of the Borrowers and their Subsidiaries) balance sheets as at the end of such year, and the related consolidated statement and consolidating (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and Subsidiaries) statements of income and consolidated statement statements of cash flow and consolidating statement of income and consolidating statement of cash flow flow, for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) ; as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the BorrowerObligors, copies of the unaudited consolidated balance sheet and consolidating (in the case of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower Guarantor and its Subsidiaries, each ) and combined (in the case of the Borrowers and their Subsidiaries) balance sheets as at the end of such quarter, and the related consolidated statement and combined statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement statements of cash flow for the portion of the Borrower's Obligors' fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower each Obligor that the information contained in such financial statements fairly presents the financial position of the Borrower Obligors and its their Subsidiaries on the date thereof (subject to year-end adjustments); ; as soon as practicable, but in any event within forty-five (c45) days after the end of each month in each fiscal year of the Obligors or in the case of the last month of each fiscal year, within ninety (90) days, unaudited monthly consolidated (in the case of the Guarantor and its Subsidiaries) and combined (in the case of the Borrowers and their Subsidiaries) financial statements for such month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each Obligor that the information contained in such financial statements fairly presents the financial condition of the Obligors and their Subsidiaries on the date thereof (subject to year-end adjustments); simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower each Obligor in substantially the form of EXHIBIT C Exhibit B hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; ; as soon as practicable and in any event no later than sixty (d60) days after the beginning of each fiscal year of the Obligors, a quarterly consolidated and consolidating plan and financial forecast for such fiscal year, including, without limitation, (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, and (ii) such other projections as the Agents or any Lender may request; upon the request of the Administrative Agent or any Lender, copies of all compliance certificates and other reports and information required to be delivered to the lenders under the Licensed Shoe Debt; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission by the Guarantor or sent to the stockholders of the Borrower; (e) Guarantor; and from time to time upon request of such other financial data and information (including accountants, management letters) as the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAdministrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksAdministrative Agent: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated and combined balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated and combined statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating combined statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating combined statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without qualification audited by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other an independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Defaultaccountant; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated and combined balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated and combined statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating combined statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal chief financial officer or accounting officer treasurer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal chief financial officer or accounting officer treasurer of the Borrower in substantially the form of EXHIBIT Exhibit C hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants covenant contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet DateSection 10; (d) contemporaneously with as soon as practicable after the filing or mailing thereof, copies of all material of a financial naturestatements, all reportsdisclosure statements, proxy statements reports and notices proxies filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request as soon as practicable, but in any event not later than thirty (30) days after the filing of the Agent10K of the Borrower, projections annual income statements, balance sheets and cash flow statements for the immediately succeeding fiscal year of the Borrower and its Subsidiaries updating those projections delivered to the Banks Administrative Agent; and (f) from time to time such other additional information regarding the financial position of the Borrower and its Subsidiaries as the Administrative Agent may reasonably request; Documents required to be delivered pursuant to this Section 8.3 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificate required by Section 8.3(c) to the Administrative Agent. Except for such Compliance Certificate, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in ssany event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery from the Administrative Agent to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the Issuing Lender 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 may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender 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 confidential information, they shall be treated as set forth in Section 16.4 hereof); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (iv) the Administrative Agent and the Arranger 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 Investor.

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

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety one hundred (90100) days after the end of each fiscal year of the BorrowerCompany, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower Company and its Subsidiaries, each Subsidiaries as at the end of such year, and the related consolidated and consolidating statement of income earnings and the consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearflows, with each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without qualification (except as to changes in GAAP with which such accountants concur) and without an expression of uncertainty as to the ability of the Company or any of its Subsidiaries to continue as going concerns by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ KPMG LLP or by other independent certified public accountants reasonably satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerCompany, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower Company and its Subsidiaries, each as at the end of such quarter, and the related consolidated and consolidating statement of income earnings and the consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the BorrowerCompany's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer certificate of any Authorized Financial Officer of the Borrower that Company that, subject to changes resulting from audit and year-end adjustments, the information contained in such financial statements fairly presents the financial position condition and results of operations of the Borrower Company and its Subsidiaries on for the date thereof (subject to year-end adjustments)periods covered; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement statement, in the form attached hereto as Exhibit E (a "Compliance Certificate"), certified by the principal financial or accounting officer any Authorized Financial Officer of the Borrower Company that the Company is in substantially compliance with the form covenants contained in 9, 10 and 11 as of EXHIBIT C hereto the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with the financial covenants contained set forth in ss.10 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a other financial nature, all reports, proxy statements and notices filed by reports as the Company shall send to any holders of Indebtedness of the Transaction Parties Company or the stockholders of the Company, and copies of all regular and periodic reports which the Company may be required to file with the Securities and Exchange Commission or sent to the stockholders of the Borrowerany similar or corresponding federal or state governmental commission, department or agency substituted therefor; (ei) within fifteen (15) Business Days after the end of each fiscal month (except December and January), a net accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries, (ii) (A) within fifteen (15) Business Days after the end of December, a gross accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries, and (B) within thirty (30) Business Days after the end of December, a net accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries, and (iii) within fifteen (15) Business Days after the end of January, a gross accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries; (i) within fifteen (15) Business Days after the end of each fiscal month (except December and January), an inventory designation report in form and substance reasonably satisfactory to the Agent, and (ii) within thirty (30) Business Days after the end of December and January, an inventory designation report in form and substance reasonably satisfactory to the Agent; (g) within fifteen (15) Business Days after the end of each fiscal month, a report as to the Foreign Scheduled Facilities and outstandings thereunder by facility and in form and substance reasonably satisfactory to the Agent; (h) as soon as practicable, but in any event not later than sixty (60) days after the end of each fiscal year, the budget of the Company for the next fiscal year, and from time to time upon the reasonable request of the Agent, projections of the Borrower Company and its Subsidiaries updating those projections delivered to the Banks and referred to in ss8.8.3 or, if applicable, updating any later such projections delivered in response to this 9.5(h); and (i) from time to time such other financial data and information as the Agent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ PricewaterhouseCoopers LLP or by another "big four" certified public accounting firm or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with as soon as practicable, but in any event within thirty (30) days after the delivery end of each month in each fiscal year of the Borrower, unaudited monthly consolidated financial statements referred to of the Borrower and its Subsidiaries for such month and unaudited monthly consolidating financial statements of the Borrower and its Subsidiaries for such month, each prepared in subsections (a) and (b) aboveaccordance with Generally Accepted Accounting Principles, together with a statement certified certification by the Controller, Senior Vice President of Finance or other principal financial or accounting officer of the Borrower in substantially that the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants information contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since such financial statements fairly presents the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections condition of the Borrower and its Subsidiaries updating those projections delivered on the date thereof (subject to the Banks quarterly and referred to in ss.year-end adjustments);

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the Borrower, the consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or by other independent certified public accountants satisfactory to of nationally recognized standing, selected by the AgentGeneral Partner, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated or consolidating statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) promptly upon request therefor by the Agent, copies of all management letters of substance and other material reports of substance which are submitted to the Borrower by its independent accountants in connection with any annual or interim audit of the books of the Borrower or its Subsidiaries made by such accountants; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower General Partner in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet DateDate as well as calculations for the purpose for determining the Applicable Margin; (de) contemporaneously with as soon as practicable and in any event not later than five (5) days after the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to by the stockholders of the Borrower▇▇▇▇▇▇▇ Group; and; (ef) from time to time upon request of such other financial data and information as the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAgent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the BorrowerWalden, the consolidated audited c▇▇▇▇▇▇dated balance sheet of the Borrower Walden and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as Subsid▇▇▇▇▇▇ at the end of such year, and the related audited consolidated statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇Deloitte & Touche or by another "Big Six" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event Walden will deliver t▇ ▇▇▇ or by other independent certified public accountants satisfactory Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the AgentSEC), and any other information the Banks may need to complete a financial analysis of Walden and its Subsid▇▇▇▇▇▇, together with a written statement from such accountants to the effect that they have read a copy of this Credit AgreementAgreement and the Guaranty, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each of the first three fiscal quarters of the BorrowerWalden, copies of the unaudited ▇▇▇▇▇ited consolidated balance sheet of the Borrower Walden and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Subsid▇▇▇▇▇▇ as at the end of such quarter, and the related unaudited consolidated statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the BorrowerWalden's fiscal year then elapsed▇▇▇▇ ▇▇▇psed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples (which may be provided by inclusion in the Form 10-Q of Walden for such perio▇ ▇▇▇▇ided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower Walden that the information infor▇▇▇▇▇▇ contained in such financial statements fairly presents the financial position of the Borrower Walden and its Subsidiaries Subsid▇▇▇▇▇▇ on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than 45 days after the end of each of the first three fiscal quarters of Walden in each year, ▇▇▇▇▇▇ of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event Walden will deliver s▇▇▇ ▇▇pies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of Walden (including the ▇▇▇▇▇h fiscal quarter in each year), copies of a consolidated statement of Operating Cash Flow for such fiscal quarter for Walden and its Subsid▇▇▇▇▇▇, prepared on a basis consistent with the statement furnished pursuant to Section 6.4, together with a certification by the chief financial or chief accounting officer of Walden that the infor▇▇▇▇▇▇ contained in such statement fairly presents the Operating Cash Flow of Walden and its Subsid▇▇▇▇▇▇ for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the general partner of the Borrower and the principal financial or accounting officer of Walden in substantially the form of EXHIBIT C ▇▇▇▇▇it E hereto and (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (df) concurrently with the delivery of the financial statements described in subsection (b) above, a certificate signed by the President or Chief Financial Officer of the sole general partner of the Borrower to the effect that, having read this Agreement, and based upon an examination which they deem sufficient to enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the facts with respect thereto; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission SEC or sent to the stockholders of Walden or the partner▇ ▇▇ ▇ither of the Borrower; (eh) as soon as practicable but in any event not later than 45 days after the end of each fiscal quarter of the Borrower (including the fourth fiscal quarter in each year), a summary rent roll with respect to the Unencumbered Operating Properties in form reasonably satisfactory to the Majority Banks; (i) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of each of the Borrower and Guarantors; (j) not later than five (5) Business Days after Walden receives notic▇ ▇▇ ▇he same from the Rating Agency or otherwise learns of the same, notice of the issuance of any change in the rating by the Rating Agency in respect of any debt of Walden (including any ▇▇▇▇▇e in an Implied Rating), together with the details thereof, and of any announcement by the Rating Agency that any such rating is "under review" or that any such rating has been placed on a watch list or that any similar action has been taken by the Rating Agency (collectively a "Rating Notice"); (k) not later than forty-five (45) days after the end of each fiscal quarter of Walden (including the ▇▇▇▇▇h fiscal quarter in each year), a list setting forth the following information with respect to each new Subsidiary of Walden: (i) the name ▇▇▇ ▇▇ructure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (l) simultaneously within the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by Walden and its Subsid▇▇▇▇▇▇ (or in which Walden or its Subsidi▇▇▇▇▇ owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of Walden and its Subsid▇▇▇▇▇▇ (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of Walden and its respec▇▇▇▇ ▇ubsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; and (m) from time to time upon request such other financial data and information in the possession of the AgentBorrower, projections Walden or their respe▇▇▇▇▇ Subsidiaries (including without limitation auditors' management letters, evidence of payment of taxes, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting any of such Persons) as the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAgent may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety one hundred (90100) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and Subsidiaries, the consolidating balance sheet of each of Holdings and its Subsidiaries and the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement statements of income income, and consolidated statement statements of cash flow and consolidating statement statements of income and consolidating statement statements of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified such consolidated statements are reported upon without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ a nationally recognized independent certified public accounting firm or by other independent certified public accountants satisfactory to the Agentof nationally recognized standing, together with a written statement from such accountants to the effect that they have read a copy of (S)11 of this Credit AgreementAgreement in connection with their audit of the Borrower and its Subsidiaries, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under (S)11 of the Credit Agreement, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default under (S)11 of the Credit Agreement they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks -------- for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-fifty- five (4555) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of each of Holdings and its Subsidiaries and the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of each of Holdings and its Subsidiaries and the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement statements of income and income, consolidated statement of cash flow and consolidating statement of income and consolidating statement statements of cash flow for the portion of the Borrowersuch Person's fiscal year then elapsed, all in reasonable detail detail, showing operating contribution on a Stopping Center by Stopping Center basis and with respect to the Borrower the comparison of the Borrower's performance for such period to the Borrower's projected budget for such period, and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than thirty (30) days after the end of each month, in each fiscal year of the Borrower, copies of the unaudited monthly consolidated balance sheet of Holdings and its Subsidiaries and the Borrower and its Subsidiaries for such month, and the related consolidated statement of income and consolidated cash statement for the portion of such Person's fiscal year then elapsed, and with respect to the Borrower, setting forth in comparative form the figures set forth in the Borrower's budget for the comparable period, all in reasonable detail, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial condition of the Borrower and its Subsidiaries on the date thereof (subject to quarterly adjustments and the exclusion of footnotes); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT Exhibit C hereto (the "Compliance Certificate") and setting ------- - forth in reasonable detail (i) computations evidencing compliance with the covenants contained in ss.10 (S)11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date;, (ii) an updated Schedule 8.26 identifying any bank account opened or closed during the ------------- fiscal quarter then ended (iii) an updated Schedule 8.18 identifying any -------- ---- new underground storage tanks located on the Mortgaged Properties, (iv) a schedule identifying the actual operating expenses of Holdings for the fiscal quarter then ended compared to the amounts previously provided in the budget delivered to the Agent pursuant to (S)9.4(e)(ii), and (v) a schedule identifying, in detail, all New Site Capital Expenditures for such fiscal quarter. (de) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerCommission; (ef) from not later than January 31 of each year, or such later time as agreed to time upon request of by the Agent, (i) the budgets of the Borrower and its Subsidiaries for such year, (ii) the budget of the operating expenses for such year intended to be distributed to Holdings pursuant to (S)10.4(c), and (iii) projections of the Borrower and its Subsidiaries updating those for such year prepared on a quarterly basis, including balance sheets, income statements and cash flow statements and detail regarding projected Capital Expenditures, such projections delivered to be updated on a quarterly basis; (g) promptly upon receipt thereof, copies of all final management letters of substance and other material reports of substance which are submitted to the Banks Borrower by its independent accountants in connection with any annual or interim audit of the books of the Borrower made by such accountants; (h) from time to time such other financial data and referred to in ssinformation as the Agent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the BorrowerCompany, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be: (i) the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its SubsidiariesCompany, each as at the end of such fiscal year, and ; (ii) the related consolidated statement of income and consolidated statement of cash flow and consolidating flows of the Company for such fiscal year; (iii) the balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as at the end of such fiscal year ; and (iv) the statement of income and consolidating statement of cash flow flows of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), each setting set forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to year; (II) be in reasonable detail, detail and prepared in accordance with generally accepted accounting principlesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and certified without qualification be accompanied by Arth▇▇ (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal financial or accounting officer of the Company or ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to scope, by other PricewaterhouseCoopers LLP or another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, together and, in the case of items (i) and (ii), shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)(i) and (ii)) a written statement from such accountants to the effect that they have read a copy in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Company has failed to comply with the terms, covenants, provisions or conditions of Section 6.1, Section 7.1, Section 7.5(a), Section 7.5(c), Section 7.6, Section 7.7 and Section 8 of this Credit Agreement, and that, in making Agreement as to accounting matters (provided that such accountants may also state that the examination necessary to said certification, they have obtained no audit was not directed primarily toward obtaining knowledge of any Default or Event of Defaultsuch noncompliance), or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default such noncompliance, they shall disclose in such statement any such Default or Event of Defaultnoncompliance; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Defaultsuch noncompliance; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of the Borrower, copies each fiscal year of the Company, (i) the unaudited interim condensed consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Company as at the end of such fiscal quarter, and (ii) the related unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with generally accepted accounting principlesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, together with and including footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and concurrently therewith a certification by the principal financial or accounting officer of the Borrower that Company that, in the information contained in such financial statements fairly presents opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial position of the Borrower and its Subsidiaries on Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments); (c) concurrently with the delivery of the financial statements referred to in subsection (b) above, the quarterly FOCUS Report of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) simultaneously with the delivery of the financial statements referred to in subsections (aa)(i) and (ii) and (b) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of the Borrower Company in substantially the form of EXHIBIT C Exhibit H hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 8 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereofDecember 31, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower2010; (e) promptly after the same are available, copies of each annual report, proxy, if any, or financial statement or other report or communication sent to the holders of Equity Securities of the Company who are not Affiliates of the Company, and copies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and (f) from time to time upon request such other financial data and information (including accountants’ management letters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the Agent, projections posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the Borrower documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its Subsidiaries updating those projections delivered copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and referred (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in ssinvestment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇ any Company Materials “PUBLIC.”

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

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

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

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

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the BanksLenders which will be delivered by Agent to Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the consolidated fiscal year ending December 31, 2003, the audited Consolidated balance sheet of the Borrower Borrower, Guarantor and its Consolidated Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement audited Consolidated statements of income income, changes in capital and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory as to the scope of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to EPR may be satisfied by delivery of the Form 10-K of EPR filed with the SEC, PROVIDED, HOWEVER, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower, EPR and its Subsidiaries, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the fiscal quarters of the Borrower, copies of the unaudited consolidated Consolidated balance sheet of the Borrower Borrower, Guarantor and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement unaudited Consolidated statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP (the foregoing with respect to EPR and its Subsidiaries may be satisfied by delivery of the Form 10-Q of EPR filed with the SEC PROVIDED, HOWEVER, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the principal chief financial officer or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower Borrower, Guarantor and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "COMPLIANCE CERTIFICATE") certified by the principal chief financial officer or chief accounting officer of the Borrower in substantially the form of EXHIBIT C K hereto and (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in ss.10 ss.9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date. Borrower shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of EXHIBIT J attached hereto pursuant to which the Borrower shall calculate the amount of the Borrowing Base as of the end of the immediately preceding fiscal quarter of the Borrower. All income, expense and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of the Mortgaged Property Net Operating Income for such fiscal quarter and on a trailing four-quarter basis for each of the Mortgaged Properties, prepared on a basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of Borrower that the information contained in such statement fairly presents the Mortgaged Property Net Operating Income of the Mortgaged Properties for such periods; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower, Guarantor and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) as soon as practicable but in any event not later than forty-five (45) days after the end of each fiscal quarter of Borrower (including the fourth fiscal quarter in each year), a Rent Roll for each of the Mortgaged Properties and a Consolidated operating statement for the Mortgaged Properties, and a copy of each Lease or amendment entered into with respect to a Mortgaged Property during such quarter; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, reports or proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders shareholders of the Borrower; (eg) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.Intentionally deleted;

Financial Statements, Certificates and Information. The Borrower will deliver Deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 1998, the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement and consolidating statements of income and consolidated statement statements of cash flow retained earnings and consolidating statement of income and consolidating statement of cash flow for such year, each such statement setting forth in comparative form the figures for the previous fiscal year and prepared in reasonable detail and in accordance with GAAP, and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory to the AgentIndependent Public Accountants, together with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants Accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters in each fiscal year of the Borrower, commencing with the fiscal quarter ending March 31, 1999, copies of the unaudited consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement and consolidating statements of income and consolidated statement statements of retained earnings and cash flow for such quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail each such statement showing the comparison of the Borrower's performance for such periods (i) to the corresponding periods for the prior year, and (ii) to the Borrower's projected budget for such periods, and each prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position condition of the Borrower and its Subsidiaries on the date thereof and the results of operations of the Borrower and its Subsidiaries for the periods specified therein (in each case, subject to normal year-end audit adjustments); (c) as soon as practicable, but in any event within (i) forty-five (45) days after the end of each month ending after the Original Closing Date and prior to May 30, 1999, and (ii) thirty (30) days after the end of each month thereafter, copies of the unaudited monthly consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at the end of such month and the related consolidated and consolidating statements of income for such month, each prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial condition of the Borrower and its Subsidiaries on the date thereof and the results of operations of the Borrower and its Subsidiaries for the periods specified therein (in each case, subject to normal year-end audit adjustments); (d) simultaneously with the delivery of the financial statements referred to in subsections (a), (b) and (bc) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit D hereto and (a "Compliance Certificate"), setting forth (in the case of any Compliance Certificate delivered in connection with annual or quarterly financial statements) in reasonable detail computations evidencing compliance with the covenants contained in ss.10 ss.11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (de) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (ef) within ten (10) Business Days after the end of each calendar month or at such earlier time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month or other date so requested by the Agent; (g) within ten (10) Business Days after the end of each calendar month, an Accounts Receivable aging report with respect to the Borrower in form and substance satisfactory to the Agent; (h) from time to time upon as the Agent may reasonably request detailed management prepared reports summarizing the Borrowers' inventory, including information on the aging and obsolescence of such inventory; (i) as soon as practicable, but in any event (A) for the Agentfiscal year commencing on January 1, projections 1999, not later than thirty (30) days after the beginning of such fiscal year, and (B) for each fiscal year thereafter, not later than thirty (30) days prior to the beginning of such fiscal year, management-prepared consolidated and consolidating financial forecasts of the Borrower and its Subsidiaries updating those projections delivered with respect to such fiscal year, prepared on a quarterly basis in form satisfactory to the Banks Agent; (j) within ten (10) Business Days after the delivery of any financial statements pursuant to paragraph (a) or (b), a written explanation for the variations reflected in such financial statements from the financial forecasts for the applicable period, together with a narrative discussion and referred analysis by management of the financial condition and performance of the Borrower and its Subsidiaries as of the end of and for the periods covered by such financial statements; (k) promptly after delivery thereof, copies of any officers' certificate or fairness opinion required to in be delivered by the Borrower under ss.

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

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet sheets of the Borrower FAO and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement statements of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification (except with respect to the fiscal year ended February 1, 2003, solely by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ reason of the bankruptcy filing in January, 2003) and without an expression of uncertainty as to the ability of FAO or any of its Subsidiaries to continue as going concerns, by KPMG LLP or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated balance sheet sheets of the Borrower FAO and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Borrowers’ fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Borrowers that the information contained in such financial statements fairly presents the financial position of the Borrower FAO and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of the Borrowers, unaudited monthly consolidated balance sheet and statement of cash flow and consolidated and consolidating income statements of FAO and its Subsidiaries for such month prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrowers that the information contained in such financial statements fairly presents the financial condition of FAO and its Subsidiaries on the date thereof (subject to year-end adjustments); (d) simultaneously with the delivery of the financial statements referred to in subsections subsection (a) and (bc) above, a statement certified by the principal financial or accounting officer of the Borrower FAO in substantially the form of EXHIBIT C E hereto (a “COMPLIANCE CERTIFICATE”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (de) contemporaneously with promptly after the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of FAO. Further, the BorrowerBorrowers shall add the Agent as an addressee on all mailing lists maintained by or for the Borrowers; (ef) by 1:00 p.m. (Boston time) daily on each Business Day a Borrowing Base Report setting forth the Borrowing Base and the Tranche B Borrowing Base as at the end of the preceding day; (g) from time to time upon request of the Agent, and not later than January 31 in each year, updated, consolidated projections of the Borrower FAO and its Subsidiaries for the succeeding fiscal year and updating those projections delivered to the Banks Lenders and referred to in ssSection 7.4.3 in form of SCHEDULE 1.1(a) or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 8.4(g); (h) such other reports listed on SCHEDULE 8.4(h) hereto; (i) from time to time such other financial data, information (including accountants, management letters) and copies of advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising) as the Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, (i) (A) the consolidated Consolidated balance sheet of the Borrower CTI and its Subsidiaries Subsidiaries, and the consolidating (B) consolidated balance sheet of the Borrower and its Subsidiaries, in each case as at the end of such year, and the related consolidated statement or, as the case may be, Consolidated statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement or as the case may be, Consolidated statements of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other nationally recognized independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault with respect to any covenant set forth in ss.9, or, if such accountants shall have obtained knowledge of any such then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or such Event of Default, and (ii) the unaudited consolidating balance sheets of each of (A) CTI and its Subsidiaries, and (B) the Borrower and its Subsidiaries, in each case as at the end of such year, and the related unaudited consolidating statements of income and unaudited consolidating statements of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidating statements to be in reasonable detail, prepared by management in accordance with the past financial practices of CTI and its Subsidiaries, or as the case may be, the Borrower and its Subsidiaries and with a certification by the chief financial officer of CTI, or as the case may be, the Borrower that such financial statements fairly present the financial condition of CTI and its Subsidiaries, or as the case may be, the Borrower and its Subsidiaries on the date thereof and the results of operations of CTI and its Subsidiaries, or as the case may be, the Borrower and its Subsidiaries for the period covered thereby; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the (i) unaudited Consolidated balance sheet of CTI and its Subsidiaries, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of each of (i) CTI and its Subsidiaries, and (ii) the Borrower and its Subsidiaries, in each case as at the end of such quarter, and the related consolidated consolidated, or as the case maybe, Consolidated statement of income and consolidated the consolidated, or as the case maybe, Consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of CTI's, or as the case may be, the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal chief financial or accounting officer of CTI, or as the case may be, the Borrower that the information contained in such financial statements fairly presents the financial position of CTI and its Subsidiaries, or as the case may be, the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of CTI and its Subsidiaries, (i) unaudited monthly (A) Consolidated financial statements of CTI and its Subsidiaries, and (B) the consolidated financial statements of the Borrower and its Subsidiaries for such month and (ii) unaudited monthly consolidating financial statements of each of (A) CTI and its Subsidiaries, and (B) the Borrower and its Subsidiaries for such month, each prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each of CTI and the Borrower that the information contained in such financial statements fairly presents the financial condition of each of (i) CTI and its Subsidiaries, and (ii) the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (d) simultaneously with the delivery of the financial statements referred to in subsections (a), (b) and (bc) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C F hereto (the "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 ss.9 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (de) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerBorrower or CTI; (ef) on Tuesday of each calendar week or at such earlier time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of the immediately preceding calendar week, together with a certificate indicating that the Borrower has not exceeded the Maximum Overadvance Amount for such week (recognizing that Eligible Inventory shall be determined as at the end of the immediately preceding calendar month or other date so requested by the Agent); (g) within fifteen (15) days after the end of each calendar month, an Accounts Receivable aging report; (h) within sixty (60) days after December 31, 1998 or at such other time as the Agent may reasonably request, an inventory report based upon a physical inventory of the Borrower as of each such date; (i) contemporaneously with the delivery thereof, copies of all accountants' management letters delivered to the Borrower or any of its Subsidiaries; (j) from time to time upon request such other financial data and information (including accountants, management letters) as the Agent or any Bank may reasonably request; (k) no later than forty-five (45) days after the end of each fiscal quarter of 1999, updated fiscal year 1999 projections based on CTI's and its Subsidiaries' actual performance for such fiscal quarter; (l) on Tuesday of each calendar week, weekly cash flow variance reports (actual, by line item, as compared to the Plan, by line item) as at the end of the immediately preceding calendar week; (m) on Tuesday of each calendar week, weekly reports on performance (actual, by line item, as compared to the Plan, by line item) as at the end of the immediately preceding calendar week, and on the first Tuesday of each calendar month, monthly reports testing performance against the Plan (actual, by line item, as compared to the Plan, by line item); (n) on Tuesday of each calendar week, satisfactory in form and substance to the Agent, projections a written status report as of the end of the prior calendar week as to any offers to purchase all or a part of the Borrower or its businesses; (o) promptly within five (5) Business Days of the Borrower's receipt, copies of all letters of intent, purchase and sale agreements or other material documentation evidencing an intention or offer to purchase all or a part of the Borrower or its Subsidiaries updating those projections delivered business; and (p) on the last Business Day of each calendar quarter, a certificate signed by a responsible officer of the Borrower, (i) concerning the status of the Borrower's program to address Year 2000 issues, including updates and progress reports, and (ii) stating that the Borrower has made a determination that all computer applications or systems which are material to the Banks and referred operations of the Borrower will be Year 2000 Compliant on a timely basis, except to in ssthe extent that such failure could not be expected to have a material adverse effect on the business, operations or financial condition of the Borrower.

Financial Statements, Certificates and Information. The Borrower Borrowers -------------------------------------------------- will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of sheets for the Borrower Borrowers and its their Restricted Subsidiaries and the consolidating balance sheet sheets of the Borrower and its SubsidiariesAudited Companies, in each case as at the end of such year, and the related consolidated statement statements of income and consolidated statement of cash flow for the Borrowers and their Restricted Subsidiaries for the period then ended, and the consolidating statement statements of income and consolidating statement of cash flow for such yearthe Audited Companies for the period then ended, each setting forth in comparative form the figures for the previous fiscal year year, and all such consolidated and consolidating statements to be in reasonable detail, detail and prepared in accordance with generally accepted accounting principles, and all such consolidated and the consolidating statements for GWI to be certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P. or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such -------- accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the BorrowerBorrowers and not later than sixty (60) days after the end of the fourth fiscal quarter of the Borrowers, copies of the unaudited consolidated balance sheet sheets of the Borrower Borrowers and its their Restricted Subsidiaries and the unaudited consolidating balance sheet sheets of the Borrower and its SubsidiariesAudited Companies, in each case as at the end of such quarter, and the related consolidated statement statements of income and consolidated statement of cash flow for the Borrowers and their Restricted Subsidiaries for the portion of the Borrowers' fiscal year then elapsed, and the consolidating statement statements of income and consolidating statement of cash flow for the Audited Companies for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer officers of the Borrower Borrowers that the information contained in such financial statements fairly presents present the financial position of the Borrower Borrowers and its their Restricted Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections subsection (a) and subsection (b) above, a statement certified by the principal financial or accounting officer officers of the Borrower Borrowers in substantially the form of EXHIBIT C Exhibit D hereto (a "Compliance --------- ---------- Certificate") and setting forth in reasonable detail computations ----------- evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.S)

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification (other than a qualification regarding changes in generally accepted accounting principles) by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy examined the relevant sections of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under Sections 8 or 9 of this Credit Agreement, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default under any of such sections they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five seven (4547) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow for such fiscal quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, each setting forth in comparative form the figures for the comparable periods in the previous fiscal year (where applicable), all such consolidated statements to be in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the a principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the a principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT Exhibit C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request not later than May 1 of each year, (i) a budget for the fiscal year of the Agent, Borrower and (ii) projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssSection 6.4.3 or, if applicable, updating any later such projections delivered pursuant to this Section 7.4(e); and (f) from time to time such other financial data and information (including an annual accountants' management letter) as the Agent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: Lenders or, with respect to paragraph (f) of this §6.4 only, make available to each of the Lenders at the Borrower’s principal place of business: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal year, and the related consolidated statement statements of income income, retained earnings and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such fiscal year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, and certified without material qualification as to any circumstance which could reasonably be expected to have a material adverse effect on the Borrower and its Material Subsidiaries, taken as a whole, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ PricewaterhouseCoopers LLP or by other independent certified public accountants satisfactory of nationally recognized standing selected by the Borrower and acceptable to the AgentRequired Lenders, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters in each of the Borrower’s fiscal years, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal quarter, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such fiscal -38- quarter and the portion of the Borrower's ’s fiscal year then elapsed, together with comparative consolidated figures for the same periods of the preceding fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with Generally Accepted Accounting Principles and accompanied by a certification by certificate of the principal financial or accounting officer of the Borrower stating that the information contained in such financial statements is correct and complete and fairly presents the financial position of the Borrower and its Subsidiaries on as at the date thereof and the results of their operations for the periods covered thereby (subject to year-end adjustments); ; (c) simultaneously with the delivery of the financial statements referred to in subsections paragraphs (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT Exhibit C hereto and (i) setting forth in reasonable detail computations (based on the four-fiscal quarter period then ended) evidencing compliance with the covenants contained in ss.10 §§8.1 and 8.2 as at the end of the period covered by such statements or during such period as may be required, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles Generally Accepted Accounting Principles since the Balance Sheet Date; , and (ii) identifying in reasonable detail (A) all Funded Debt and all Refinancing Debt of the Borrower and its Subsidiaries owing to any Parent Affiliated Company, and (B) all Investments by the Borrower and its Subsidiaries in any of the Parent Affiliated Companies, in each case, as at the end of the period covered by such statements (each a “Compliance Certificate”); (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower or to any holder of the Borrower; ’s Funded Debt; (e) promptly upon request by the Administrative Agent or any Lender, all detailed audits or reports submitted to the Borrower by independent public accountants in connection with any annual or interim audits of the books of the Borrower or any Material Subsidiary; and (f) from time to time upon request by the Administrative Agent or any Lender, such other financial data and information (including, without limitation, accountants’ management letters and such other information regarding the business and affairs and condition, financial and otherwise, of the AgentBorrower, projections of its Subsidiaries and their respective properties) as the Administrative Agent or any Lender may reasonably request, subject to the confidentiality provisions set forth in §27 hereof. Documents required to be delivered pursuant to this §6.4 (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and its Subsidiaries updating those projections delivered the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Banks Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and referred to in ss.(ii) the Borrower shall notify the Administrative Agent and each Lender

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksAgent: (a) as soon as practicable, but in any event not later than ninety (90) 95 days after the end of each fiscal year of the BorrowerBorrower and the Crescent Guarantor, the audited consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as Crescent Guarantor at the end of such year, and the related audited consolidated statement statements of income income, changes in capital and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ & ▇▇▇ o. or by another "Big Six" accounting firm, and any other independent certified public accountants satisfactory information the Banks may need to complete a financial analysis of the AgentBorrower, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the Borrower (including the fourth fiscal quarters of the Borrowerquarter in each year), copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related unaudited consolidated statement statements of income income, changes in capital and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower General Partner that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) contemporaneously with the delivery of the financial statements referred to in clause (a) above, a statement of all contingent liabilities of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guarantees, endorsements and other contingent obligations in respect of indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the Borrower General Partner in substantially the form of EXHIBIT Exhibit C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above and the Compliance Certificate referred to in subsection (d) contemporaneously above, a spreadsheet listing each parcel of Real Estate and its location, date of acquisition, whether such Real Estate is owned by the Borrower or a Subsidiary or Investment Partnership, size (square footage for office, retail, industrial and warehouse assets; number of rooms for hotel/resort assets; and number of beds for behavioral healthcare facilities), occupancy level for the quarter most recently ended, cost (appraised value if acquired prior to October, 1995), rolling four quarter Net Income (actual lease payments received by the Borrower for hotel/resort assets and behavioral healthcare facilities) and for office building, retail, industrial and warehouse assets, the major tenants and percentage of gross leasable area occupied; (f) not later than 60 days following each acquisition of an interest in Real Estate by the Borrower or any of its Subsidiaries or Investment Partnerships (which for the purposes of this Section 7.4(f) shall include the Investments described in Section 8.3(i)), each of the following (provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent the same are reasonably available to the Borrower or its Subsidiaries or Investment Partnerships): (i) a description of the property acquired, and (ii) a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Banks under Section 6.4 or this Section 7.4 adjusted in the best good-faith estimate of the Borrower to give effect to such acquisition and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such acquisition; (g) promptly after they are filed with the filing or mailing thereofInternal Revenue Service, copies of all material of a financial nature, all reports, proxy statements annual federal income tax returns and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders amendments thereto of the Borrower, the General Partner and the Limited Partner; (eh) prior to the acquisition by the Borrower of any Real Estate or interest therein costing in excess of $1,000,000.00, a statement of Borrower that no Default or Event of Default exists or would be caused as a result of such acquisition; (i) not later than five (5) Business Days after the Borrower receives notice of the same from either of the Rating Agencies or otherwise learns of the same, notice of the issuance of any change in the rating by either of the Rating Agencies in respect of any debt of the Borrower (including any change in an Implied Rating), together with the details thereof, and of any announcement by either of the Rating Agencies that any such rating is "under review" or that any such rating has been placed on a watch list or that any similar action has been taken by either of the Rating Agencies (collectively a "Rating Notice"); (j) such financial statements and other information with respect to CBHS as shall be reasonably required by the Agent to test compliance with the covenants contained in Section 9.11; and (k) from time to time upon request of such other financial data and information in the Agent, projections possession of the Borrower and or its Subsidiaries updating those projections delivered or Investment Partnerships (including without limitation auditors' management letters, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Banks and referred to in ssBorrower or its Subsidiaries or Investment Partnerships) as the Agent may reasonably request.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the BorrowerWald▇▇ ▇▇▇ WDOP, the audited consolidated balance sheet of the Borrower Wald▇▇ ▇▇▇ its Subsidiaries and of WDOP and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related audited consolidated statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇Deloitte & Touche or by another "Big Six" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event Wald▇▇ ▇▇▇ or by other independent certified public accountants satisfactory WDOP will deliver to the AgentAgent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), and any other information the Banks may need to complete a financial analysis of Wald▇▇ ▇▇▇ its Subsidiaries and WDOP and its Subsidiaries, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each of the first three fiscal quarters of the BorrowerWald▇▇ ▇▇▇ WDOP, copies of the unaudited consolidated balance sheet of the Borrower and Wald▇▇ ▇▇▇ its Subsidiaries and the unaudited consolidating balance sheet of the Borrower WDOP and its Subsidiaries, each respectively as at the end of such quarter, and the related unaudited consolidated statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the BorrowerWald▇▇'▇ ▇▇▇ WDOP's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples (which may be provided by inclusion in the Form 10-Q of Wald▇▇ ▇▇▇ WDOP for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of Wald▇▇, ▇▇r Wald▇▇ ▇▇▇ as the Borrower general partner of WDOP, that the information contained in such financial statements fairly presents the financial position of the Borrower Wald▇▇ ▇▇▇ its Subsidiaries and WDOP and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than 45 days after the end of each of the first three fiscal quarters of Wald▇▇ ▇▇▇ WDOP in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event Wald▇▇ ▇▇▇ WDOP will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of Wald▇▇ (▇▇cluding the fourth fiscal quarter in each year), copies of a consolidated statement of Operating Cash Flow for such fiscal quarter for Wald▇▇ ▇▇▇ its Subsidiaries, prepared on a basis consistent with the statement furnished pursuant to Section 6.4, together with a certification by the chief financial or chief accounting officer of Wald▇▇ ▇▇▇t the information contained in such statement fairly presents the Operating Cash Flow of Wald▇▇ ▇▇▇ its Subsidiaries for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the Borrower in substantially general partner of WDOP and the principal financial or accounting officer of Wald▇▇ ▇▇ the form of EXHIBIT C Exhibit I hereto and (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (df) concurrently with the delivery of the financial statements described in subsection (b) above, a certificate signed by the President or Chief Financial Officer of Wald▇▇, ▇▇r Wald▇▇ ▇▇▇ as the general partner of WDOP, to the effect that, having read this Agreement, and based upon an examination which they deem sufficient to enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the facts with respect thereto; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission SEC or sent to the stockholders of Wald▇▇ ▇▇ the Borrowerpartners of WDOP; (eh) as soon as practicable but in any event not later than 45 days after the end of each fiscal quarter of the Borrowers (including the fourth fiscal quarter in each year), a summary rent roll with respect to the Unencumbered Operating Properties in form reasonably satisfactory to the Majority Banks; (i) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of each of the Borrowers; (j) not later than five (5) Business Days after Wald▇▇ ▇▇▇eives notice of the same from either Rating Agency or otherwise learns of the same, notice of the issuance of any change in the rating by either Rating Agency in respect of any debt of Wald▇▇ (▇▇cluding any change in an Implied Rating), together with the details thereof, and of any announcement by either Rating Agency that any such rating is "under review" or that any such rating has been placed on a watch list or that any similar action has been taken by either Rating Agency (collectively a "Rating Notice"); (k) not later than forty-five (45) days after the end of each fiscal quarter of the Borrowers (including the fourth fiscal quarter in each year), a list setting forth the following information with respect to each new Subsidiary of WDOP: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (l) simultaneously within the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by Wald▇▇ ▇▇▇ its Subsidiaries (or in which Wald▇▇ ▇▇ its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of Wald▇▇ ▇▇▇ its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of Wald▇▇ ▇▇▇ its respective Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; (m) not later than five (5) Business Days after the occurrence of the same, notice of a change in the ratio of Wald▇▇'▇ ▇▇▇solidated Total Liabilities to Consolidated Total Assets which causes a change in the Applicable Margin; and -42- 44 (n) from time to time upon request such other financial data and information in the possession of the AgentBorrowers or their respective Subsidiaries (including without limitation auditors' management letters, projections evidence of payment of taxes, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting any of such Persons) as the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAgent may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year (or portion thereof) of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and retained earnings and consolidated statement of cash flow and consolidating statement of income and retained earnings and consolidating statement of cash flow for such year, each setting forth in comparative form the figures set forth in the projections delivered pursuant to Section 7.4.2 (or, if updated, pursuant to Section 8.4(k)) for the comparable period and, to the extent available, those figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and and, with respect to the consolidated financial statements, certified without qualification (except for qualification for a change in accounting principles with which the independent public accountant concurs) by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other a nationally recognized firm of independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and retained earnings and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, each setting forth in comparative form the figures set forth in the projections delivered pursuant to Section 7.4.2 (or, if updated, pursuant to Section 8.4(k)) for the comparable period and, to the extent available, those figures for the comparable period in the preceding fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal treasurer or other authorized financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments)adjustments and the exclusion of footnotes) provided that the financial statements for the fiscal quarter ending September 30, 1999 shall be accompanied by information relating to the period following the Effective Date reasonably satisfactory to the Co-Agents; (ci) as soon as practicable, but in any event within thirty (30) days after the end of each month commencing with September, 1999, in each fiscal year of the Borrower, copies of the unaudited monthly consolidated balance sheet of the Borrower and its Subsidiaries for such month, and the related consolidated statement of income and retained earnings and consolidated statement of cash flow for the portion of the Borrower's fiscal year then elapsed, each setting forth in comparative form the figures set forth in the projections delivered pursuant to Section 7.4.2 (or, if updated, pursuant to Section 8.4(k)) for the comparable period and, to the extent available, those figures for the comparable period in the preceding fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the treasurer or other authorized financial officer of the Borrower that the information contained in such financial statements fairly presents the financial condition of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments and the exclusion of footnotes), and (ii) for the month of August, 1999 as soon as practicable but in any event within thirty (30) days after the end of such month, copies of the production statistics and such other financial information, if any, as is prepared by the Borrower for delivery to its other lenders or equity holders of the Borrower and its Subsidiaries for such period; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal treasurer or other authorized financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit D hereto (the "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 10 and (if applicable) (i) reconciliations to reflect changes in generally accepted accounting principles since the RES Balance Sheet Date, and (ii) reconciliations to generally accepted accounting principles of any amounts shown on a marked to market basis, and on a quarterly basis, a report in form and substance reasonably satisfactory to the Agent, on the status of environmental matters affecting the Borrower, including any material changes in remedial activity requested by any governmental agency or authority and the impact, if any, of such changes on the budget for the year delivered pursuant to subsection (h) below; (de) contemporaneously simultaneously with delivery of the filing financial statements referred to in subsections (a) and (b), a certificate, executed by the treasurer or mailing other authorized financial officer of the Borrower, stating that such officer has caused this Credit Agreement to be reviewed and has no knowledge of any material default by the Borrower in the performance or observance of any of the provisions of this Credit Agreement, during the applicable quarter or at the end of the applicable year, or, if such officer has such knowledge, specifying each default and the nature thereof; (f) promptly upon receipt thereof, copies of all final management letters of substance and other material reports of a substance which are submitted to the Borrower by its independent accountants in connection with any annual or interim audit of the books of the Borrower made by such accountants; (g) as soon as practicable but, in any event, within ten (10) Business Days after the issuance thereof, copies of such other financial nature, all reports, proxy statements and notices filed by any reports as the Borrower shall send to its stockholders as such, and copies of all regular and periodic reports which the Transaction Parties Borrower may be required to file with the Securities and Exchange Commission or sent any similar or corresponding governmental commission, department or agency substituted therefor, or any similar or corresponding governmental commission, department, board, bureau, or agency, federal or state; (h) within thirty (30) days after the first day of each fiscal year of the Borrower, its budget, including quarterly balance sheets, income statements, borrowing base availability and cash flow statements for the Borrower and its Subsidiaries for such fiscal year prepared by the Borrower for its Board of Directors or similar authority, which shall include detail by quarter and shall include projected spending for such year relating to the stockholders of Capital Expenditures, including with respect to environmental matters affecting the Borrower; (ei) on Wednesday of each week or at such earlier time as the Agent may reasonably request, or, if an Event of Default shall have occurred and be continuing or upon the request of the Agent, on a daily basis, a Borrowing Base Report setting forth the Borrowing Base as at the end of the preceding week or the preceding day, as the case may be; (j) within twenty (20) days after the end of each calendar month, an Accounts Receivable aging report, a Borrowing Base Report setting forth the Borrowing Base as at the end of the preceding month, reconciliations and an inventory report; (k) simultaneously with delivery of each annual budget pursuant to Section 8.4(h) and from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries (including, without limitation, as to availability of the Revolving Credit Loans) updating those projections delivered to the Banks and referred to in ssSection 7.4.2 or, if applicable, updating any later such projections delivered pursuant to this Section 8.4(k); (l) from time to time such other financial data and information (including accountants and management letters) as the Agent or any Bank may reasonably request; (m) as soon as practicable, but in any event not later than 45 days after notice by the Agent made after determining in its discretion that an appraisal or reappraisal of the value of the Canton Cast-Roll Facility or Eligible Inventory of the Borrower or any Subsidiary of the Borrower is necessary to ensure the accuracy of the Borrowing Base, an appraisal or reappraisal, as the case may be, of the value of the Canton Cast-Roll Facility or Eligible Inventory, which appraisal or reappraisal shall be conducted by the Agent or its designee at the expense of the Borrower or such Subsidiary by an appraiser retained by the Agent in form and substance satisfactory to the Agent, provided that Eligible Fixed Assets shall not be adjusted as a result of any such appraisal before March 31, 2001, provided further, that, in the absence of an Event of Default or a reasonable belief on the part of the Agent that the value of the Canton Cast-Roll Facility has materially changed, no more than one appraisal of the Canton Cast-Roll Facility shall be required before March 31, 2001 and no more than one appraisal of the Canton Cast-Roll Facility shall be required during any period of twelve months beginning on April 1 and ending on March 31 thereafter; and (n) not later than September 30, 1999, the consolidated financial statements of each of RES, BarTech and USS/Kobe for the period ended June 30, 1999, in each case in reasonable detail and prepared in accordance with generally accepted accounting principles, evidencing that the combined EBITDA of RES, BarTech and USS/Kobe for the period of three (3) consecutive fiscal months ended on June 30, 1999, was at least $15,000,000, together with such reconciliations as are necessary to reflect any changes in such EBITDA from the EBITDA certified pursuant to Section 11.16.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower Borrowers and its their Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification and without an expression of uncertainty as to the ability of any of the Borrowers or any of their Subsidiaries to continue as going concerns, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ PricewaterhouseCoopers or by other independent certified public accountants reasonably satisfactory to the AgentRequired Lenders, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the BorrowerBorrowers, (i) copies of the unaudited consolidated balance sheet of the Borrower Borrowers and its their Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow for such fiscal quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Borrowers’ fiscal year then elapsed, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous fiscal year and the comparisons to projections for such period, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP (subject to year-end adjustments and footnote information required by GAAP), together with a certification by the principal financial or accounting officer of the Borrower Borrowers that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower Borrowers and its their Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments and footnote information required by GAAP); and (ii) statements of sales and statements of net earnings before interest, taxes, depreciation and amortization expense, on a summarized Restaurant-by-Restaurant basis, for each Restaurant operated by any of the Borrowers or their Subsidiaries, setting forth in each case in comparative form the statements for the corresponding period or periods of the prior fiscal year and a comparison to the projections for such period, such statements to be in a form satisfactory to the Required Lenders; (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of the Borrowers, unaudited monthly consolidated financial statements of the Borrowers and their Subsidiaries for such month and the portion of the Borrowers’ fiscal year then ending, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous fiscal year and the comparisons to projections for such period, prepared in accordance with GAAP (subject to year-end adjustments and footnote information required by GAAP), together with a certification by the principal financial or accounting officer of the Borrowers that the information contained in such financial statements fairly presents in all material respects the financial condition of the Borrowers and their Subsidiaries on the date thereof (subject to year-end adjustments and footnote information required by GAAP), including a list of any new Restaurant locations as required pursuant to §9.14; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower Borrowers in substantially the form of EXHIBIT Exhibit C hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 §11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (de) simultaneously with the delivery of the financial statements referred to in subsection (a) above, a statement certified by the principal financial or accounting officer of the Borrowers setting forth in reasonable detail computations of the Consolidated Excess Operating Cash Flow for the fiscal year then ended; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any nature furnished to the holders of the Transaction Parties Convertible Preferred Stock or filed with the Securities and Exchange Commission or, following an initial public offering of the Parent or any of the Borrowers, sent to the stockholders equity holders of the BorrowerParent or any of the Borrowers; (eg) within forty-five (45) days after the beginning of each fiscal year of the Borrowers and, if a Default or Event of Default shall have occurred and be continuing, from time to time upon the request of the Administrative Agent, projections and budgets of the Borrower Borrowers and its their Subsidiaries organized for the next fiscal year on a month-by-month and quarter-by-quarter basis updating those projections delivered to the Banks Lenders and referred to in ss§8.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this §9.4(g); (h) all information sent to the directors of the Borrowers regarding the opening of new Restaurants; (i) all notices and other information sent to any holder of the Convertible Preferred Stock in its capacity as such; (j) all notices and other information sent to any holder of Subordinated Debt in its capacity as such; and (k) from time to time such other financial data and information (including accountants, management letters) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety one hundred and twenty (90120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries Subsidiaries, and the consolidating balance sheet sheets of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and and, in the case of all consolidated statements, certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or Katz ▇▇▇per & Mill▇▇ ▇▇ by other independent certified public accountants satisfactory to the AgentAgents, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of the Borrower commencing with the fiscal quarters of the Borrowerquarter ending August 31, 2000, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries Subsidiaries, and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's and Subsidiaries', fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries Subsidiaries, on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially 73 -66- the form of EXHIBIT C Exhibit E hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; and simultaneously with the delivery of the fiscal year-end financial statements referred to in subsection (a) above, a detailed statement of operating expenses incurred by Emmis International Corporation for such fiscal year in form and substance satisfactory to the Administrative Agent and certified by the principal financial or accounting officer of the Borrower; (d) promptly upon completion thereof and in any event no later than thirty (30) days after the beginning of each fiscal year of the Borrower, the Borrower's annual operating budget in the form of consolidated and consolidating (on a Station-by-Station basis) financial projections for each such fiscal year prepared on a quarterly basis and setting forth projected operating results for each quarter in such fiscal year and for the fiscal year as a whole, including projections of operating cash flow, together with a statement of reasonable assumptions made by the Borrower in preparing such budgets and projections and explanations attached thereto; (e) contemporaneously with the filing or mailing thereof, copies (i) of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission (including any registration statements) or sent to the stockholders of the BorrowerBorrower and (ii) any periodic or special reports of a material nature filed with the FCC and relating to any Station owned or operated by the Borrower or any of its Subsidiaries; (ef) from time to time upon the request therefor of the AgentAgents, projections of the Borrower and its Subsidiaries Subsidiaries, updating those the Projections or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 9.4(f); (g) from time to time such other financial data and information (including accountants' management letters) as the Banks Administrative Agent or any Bank may reasonably request; and (h) promptly upon their becoming available, copies of all annual appraisals of the then current business value of the Borrower and referred to in ssits Subsidiaries, other than Excluded Subsidiaries, conducted, commissioned or received by the Borrower, whether prepared by an independent appraiser or otherwise.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the BanksAdministrative Agent: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower sheets for GWI and its Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearGWI and its Subsidiaries for the fiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year year, and all such consolidated and consolidating statements to be in reasonable detail, detail and prepared in accordance with generally accepted accounting principlesGAAP, and certified all such consolidated statements to be audited without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ PriceWaterhouseCoopers LLP or by other internationally recognized independent certified public accountants satisfactory to the Agentaccountants, together with (i) a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of DefaultDefault and (ii) their accountants’ management letter, if any, relating to such fiscal year; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters (and not later than ninety (90) days after the end of the Borrowerfourth fiscal quarter) of the Borrowers, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower sheets for GWI and its Subsidiaries, in each case as at the end of such fiscal quarter, and the related unaudited consolidated statement statements of income and consolidated statement of cash flow for GWI and consolidating statement of income and consolidating statement of cash flow its Subsidiaries for the portion of the Borrower's Borrowers’ fiscal year then elapsed, each setting forth in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year, and all such consolidated statements to be in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, as well as unaudited supporting schedules, aggregated in a manner consistent with management’s internal view of the business along with an explanation, if necessary, of any material change in the form of presentation from historical reporting practices, presenting the consolidating balance sheets and statements of income of GWI and its Subsidiaries, together with a certification by the principal financial or accounting officer officers of the Borrower Borrowers that the information contained in such financial statements fairly presents present the financial position of the Borrower Borrowers and its their Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

Financial Statements, Certificates and Information. The Borrower will --------------------------------------------------- deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower FCI and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect (i) that they have read a copy of this Credit Agreement, and (ii) that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under ss.ss.7 or 8 hereof, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be -------- liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the fiscal quarters of the Borrower, Borrower (i) copies of the unaudited consolidated balance sheet of the Borrower FCI and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, each setting forth in comparative form (A) the figures from the previous fiscal year and (B) the Borrower's annual budget delivered pursuant to ss.6.4(f) hereof, broken down by resort and all in reasonable detail and prepared in accordance with generally accepted accounting principlesdetail, together with a certification by the principal financial or accounting officer of the Borrower FCI that the information contained in such financial statements fairly presents the financial position of the Borrower FCI and its Subsidiaries on the date thereof and for the period then elapsed (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than twenty-five (25) days after the end of each fiscal month, (i) copies of FCI's internal monthly management report which shall include the unaudited consolidated balance sheet of FCI and its Subsidiaries and the unaudited consolidating balance sheet of FCI and its Subsidiaries (done by resort), each as at the end of such fiscal month, and the related consolidated statement of income and consolidating statement of income (done by resort) for the portion of the Borrower's fiscal year then elapsed, each (except for the consolidating statements) setting forth in comparative form (A) the figures from the previous fiscal year and (B) FCI's annual budget delivered pursuant to ss.6.4(h) hereof, broken down by resort and all in reasonable detail and prepared in accordance with generally accepted accounting principles; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit B hereto and setting forth in reasonable ------- - detail computations evidencing compliance with each of the covenants contained set forth in ss.10 ss.8 hereof), and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Interim Balance Sheet Date, and certifying that no Default or Event of Default exists as of the date of such certificate, or if a Default or Event of Default does exist specifying the nature and proposed remedy thereof; (de) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerFCI; (ef) not later than December 31 of each fiscal year of the Borrower, a draft annual consolidated budget for FCI and its Subsidiaries as well as draft annual budgets for each resort, prepared on a monthly basis, for the next following fiscal year, and not later than February 15 of each fiscal year of the Borrower, a final annual consolidated budget for FCI and its Subsidiaries as well as final annual budgets for each resort, prepared on a monthly basis, for such fiscal year; and (g) from time to time upon request of such other financial data and information (including accountants' management letters) as the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAdministrative Agent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrower BGI will deliver to the Administrative Agent, with a copy for each of the BanksLender: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower BGI and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end last day of such fiscal year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such fiscal year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP (except as required by a change in GAAP or as concurred to by the Accountants), and certified certified, without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory and without an expression of uncertainty as to the Agentability of BGI or any of its Subsidiaries to continue as going concerns, by the Accountants, together with a written statement from such accountants the Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each of the fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated balance sheet of the Borrower BGI and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end last day of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Borrowers’ fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower BGI that the information contained in such financial statements fairly presents the financial position of the Borrower BGI and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower BGI in substantially the form of EXHIBIT Exhibit C hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 §10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of any of the BorrowerBorrowers; (e) upon request of the Administrative Agent, BGI’s annual business plan; and (f) from time to time upon request of such other financial data and information (including accountants’ management letters) as the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAdministrative Agent may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related audited consolidated statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇Coopers & Lybr▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory another "Big Six" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Borrower will deliver to the AgentAgent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), and any other information the Banks may need to complete a financial analysis of the Borrower and its Subsidiaries, together with a written statement from such accountants to the effect that they have read a copy of this Credit AgreementAgreement and the Guaranty, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each of the first three fiscal quarters of the Borrower, (i) copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Borrower will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC), or in the event that the Borrower is not required to file a Form 10-Q, then (ii) copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related unaudited consolidated statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) aboveabove and within thirty (30) days of the filing by the Borrower of a Form 8-K with the SEC, or the filing with the SEC of any other document amending any other filing made by the Borrower, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit D hereto and (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date. The Compliance Certificate shall also be accompanied by the following: (i) copies of a consolidated statement of cash flow for such fiscal quarter for the Borrower and its Subsidiaries, prepared on a basis consistent with the statement furnished pursuant to Section 6.4, together with a certification by the chief financial or chief accounting officer of the Borrower that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries for such period; (ii) a summary Rent Roll with respect to the Unencumbered Operating Properties in form reasonably satisfactory to the Majority Banks; (iii) a list setting forth the following information with respect to each new Subsidiary of the Borrower: (A) the name and structure of the Subsidiary, (B) a description of the property owned by such Subsidiary, and (C) such other information as the Agent may reasonably request; (iv) a statement (A) listing the Real Estate owned by the Borrower and its Subsidiaries (or in which the Borrower or its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (B) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the current outstanding amount of such Indebtedness and unfunded amounts available under any such facilities, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (C) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; and (v) a list of the Unencumbered Operating Properties and the certification of the chief financial or chief accounting officer of the Borrower that the Unencumbered Operating Properties comply with the terms of Section Section 6.17, 6.20 and 7.14; (d) concurrently with the delivery of the financial statements described in subsection (b) above, a certificate signed by the President or Chief Financial Officer of the Borrower to the effect that, having read this Agreement, and based upon an examination which (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission SEC or sent to the stockholders of the Borrower; (ef) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of each of the Borrower and Guarantors; (g) not later than five (5) Business Days after the Borrower receives notice of the same from either Rating Agency or otherwise learns of the same, notice of the issuance of any change in the rating by either Rating Agency in respect of any debt of the Borrower (including any change in an Implied Rating), together with the details thereof, and of any announcement by such Rating Agency that any such rating is "under review" or that any such rating has been placed on a watch list or that any similar action has been taken by such Rating Agency (collectively a "Rating Notice"); and (h) from time to time upon request of such other financial data and information in the Agent, projections possession of the Borrower or its respective Subsidiaries (including without limitation auditors' management letters, evidence of payment of taxes, property inspection and its Subsidiaries updating those projections delivered environmental reports and information as to zoning and other legal and regulatory changes affecting any of such Persons) as the Banks and referred to in ssAgent may reasonably request.

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

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

Financial Statements, Certificates and Information. The Borrower will deliver to the Agent and each of the Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement statements of income income, retained earnings and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without material qualification as to any circumstance which could reasonably be expected to have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory to of nationally recognized standing selected by the AgentBorrower, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters in each of the Borrower's fiscal years, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement statements of income and consolidated statement of cash flow flows for such quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, together with comparative consolidated figures for the same periods of the preceding year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with GAAP and accompanied by a certification by certificate of the principal financial or accounting officer of the Borrower stating that the information contained in such financial statements is correct and complete and fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof and the results of their operations for the periods covered thereby (subject to the absence of footnotes and any year-end adjustments); (c) simultaneously within one hundred twenty (120) days after the end of each fiscal year of the Borrower, and within 60 days after the end of each of the first three fiscal quarters in each fiscal year of the Borrower, a statement certified by the principal financial officer of the Borrower in substantially the form of Exhibit C hereto and setting forth in reasonable detail computations evidencing compliance with the delivery covenants contained in ss.ss.8.1, 8.2 and 8.3 as at the end of the period covered by the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial for such fiscal year or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 fiscal quarter, as applicable, or during such period as may be required, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet DateDate (each a "Compliance Certificate"); (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower or any holder of the Borrower's Funded Debt; (e) no later than thirty (30) days after the beginning of each fiscal year of the Borrower, the Borrower's consolidated financial projections for each such fiscal year prepared on a quarterly basis, including projections of revenues, expenses and operating cash flow, together with a statement of reasonable assumptions made by the Borrower in preparing such projections and explanations attached thereto; (f) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those the Projections or, if applicable, updating any later such projections delivered in response to a request pursuant to this ss.6.4(f); (g) promptly upon the request of the Agent, all ▇▇▇▇▇▇▇ audience surveys and other ratings reports prepared by ▇▇▇▇▇▇▇ Media Research with respect to the Banks Stations owned or operated by the Borrower or any of its Subsidiaries that relate to the most recent ▇▇▇▇▇▇▇ ratings for each such Station and referred the most recent ratings for each such Station's target demographics; (h) promptly upon request by the Agent or any Bank, all detailed audits or reports submitted to the Borrower or any of its Subsidiaries by independent public accountants in ssconnection with any annual or interim audits of the books of the Borrower or any Subsidiary; and (i) from time to time upon request by the Agent or any Bank, such other financial data, information or other documents (including, without limitation, accountants management letters and such other information regarding the business and affairs and condition, financial and other, of the Borrower, its Subsidiaries and their respective properties) as the Agent or any Bank may reasonably request, subject to the confidentiality provisions set forth in ss.27 hereof.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a1) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and such consolidated statements to be certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ PricewaterhouseCoopers LLP or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b2) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c3) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit E hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d4) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e5) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssSection 8.4.2 or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 9.4(e); and (6) from time to time such other financial data and information (including accountants, management letters) as the Agent or any Bank may reasonably request.

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

Financial Statements, Certificates and Information. The Borrower will -------------------------------------------------- deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect (i) that they have read a copy of this Credit Agreement, and (ii) that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under ss.ss.9 or 10 hereof, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultDefault and (iii) that, based upon certain agreed upon procedures, they have reviewed the most recent Borrowing Base Report of the Borrower and the calculations of the Borrowing Base made by the Borrower in preparing such Borrowing Base Report and have determined that such Borrowing Base Report and calculations are accurate in all material respects, or if such accountants have obtained knowledge of any inaccuracy, they shall disclose in such statement any such inaccuracy; PROVIDED provided that -------- such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the fiscal quarters of the Borrower, Borrower (i) copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, each setting forth in comparative form (A) the figures from the previous fiscal year and (B) the Borrower's annual budget delivered pursuant to ss.8.4(h) hereof, broken down by resort and all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof and for the period then elapsed (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than twenty-five (25) days after the end of each fiscal month, (i) copies of the Borrower's internal monthly management report which shall include unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries (done by resort), each as at the end of such fiscal month, and the related consolidated statement of income and consolidating statement of income (done by resort) for the portion of the Borrower's fiscal year then elapsed, each (except for the consolidating statements) setting forth in comparative form (A) the figures from the previous fiscal year and (B) the Borrower's annual budget delivered pursuant to ss.8.4(h) hereof, broken down by resort and all in reasonable detail and prepared in accordance with generally accepted accounting principles; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit E hereto and setting forth in reasonable detail computations evidencing compliance with each of the covenants contained set forth in ss.10 hereof), and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date, and certifying that no Default or Event of Default exists as of the date of such certificate, or if a Default or Event of Default does exist specifying the nature and proposed remedy thereof; (de) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (ef) from within three Business Days after the fifteenth (15th) day of each calendar month, or at such earlier time to time upon request as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month or other date so requested by the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered provided that immediately prior to the Banks and referred to in occurrence of a sale or other -------- disposition of assets permitted by ss.

Financial Statements, Certificates and Information. The Borrower will Borrowers shall deliver to each of the BanksEIF: (a) as As soon as practicable, but in any event not later than ninety (90) days (or, in the event an extension has been obtained in accordance with the rules of the Securities Exchange Commission, one hundred five (105) days) after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet sheets of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such fiscal year, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement statements of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and all such statements to be certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory to the AgentEIF, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks EIF for failure to obtain knowledge of any Default or Event of Default; (b) As soon as practicable, but in any event not later than forty-five (45) days (or, in the event an extension has been obtained in accordance with the rules of the Securities Exchange Commission, fifty (50) days) after the end of each calendar quarter of each fiscal year of Borrowers, the unaudited balance sheets of Borrowers as at the end of such quarter, and the related statements of income and statements of cash flow for the portion of Borrowers' fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP, subject to year-end adjustments, together with a certification by the principal financial or accounting officer of Borrowers that the information contained in such financial statements is true and accurate; (c) Simultaneously with the delivery of the financial statements referred to in (b) above, a certification by the principal financial or accounting officer of Foreland that (i) a review of the activities of Borrowers has been made under such officer's supervision with a view to determining whether Borrowers have fulfilled all obligations under the Loan Documents; (ii) Borrowers have fulfilled all obligations under such Loan Documents and all representations made herein or therein continue to be true and correct (or specifying the nature of any change), or if a Borrower shall be in Default, specifying any Default and the nature and status thereof; and (iii) to the extent requested from time to time by EIF, Borrowers have complied with any and all of its representations or obligations under such Loan Documents. The certificate shall also include each Borrower's calculation of the financial covenants set forth in Section 7.23 of this Agreement. (d) As soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of the fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all a report (in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by form reasonably satisfactory to EIF) from the principal financial or accounting officer of the each Borrower that the information contained in such financial statements fairly presents the financial position (i) itemizes each expenditure of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery proceeds of the financial statements referred to in subsections (a) Loans during such fiscal quarter, on a well-by-well, project-by- project and asset-by-asset basis, and (bii) abovecertifies that such expenditures, a statement certified by the principal financial or accounting officer when aggregated with all prior expenditures of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any proceeds of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders Loans, do not exceed one hundred ten percent (110%) of the Borrower;projected acquisition and development costs approved by EIF prior to funding the Loans. If the development costs for any well or project shall have exceeded one hundred ten percent (110%) of the projected development costs approved by EIF for such well or project, then the Treasurer shall identify such well(s) or projects and shall explain the reason(s) for such cost overruns. (e) from Within sixty (60) days after the end of any calendar year, Borrowers shall provide information necessary for a Reserve Report to be prepared by Mohajir & Associates, or such other independent engineering firm as shall be mutually agreeable to EIF and Borrowers (with the cost of preparing such report to be borne by Borrowers). (f) Promptly after receipt by Borrowers, copies of any other independent reserve reports with respect to the Collateral; (g) Promptly after preparation by Borrowers, copies of any Internal Reserve Report with respect to the Collateral; (h) Within ninety (90) days of the close of Borrowers' fiscal years, an annual operations report, and, within forty-five (45) days of the close of each fiscal quarter of Borrowers, a quarterly operations statement, each setting forth for the applicable period the production results of the Properties on a well-by-well and asset-by-asset basis, and, within ten (10) days of the end of any calendar month, a report describing the volumes of production of Hydrocarbons for the most recent month for which information is available and any other material operating developments and any other information of the type that would be provided a working interest owner; (i) Within forty-five (45) days of the end of any of Borrowers' fiscal quarters, a report listing each Collateral well or Property and Borrowers' then current decimal ownership interest therein if a change has occurred during such fiscal quarter; (j) Borrowers shall deliver to EIF, at least fifteen (15) days prior to July 1 and January 1 of each calendar year, a Development Plan and Budget acceptable to EIF in its sole discretion; and (k) From time to time upon request time, such engineering data and other information regarding the business, affairs, oil and gas properties, and other assets or financial condition of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssBorrowers as EIF may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young or by a nationally recognized independent certified public accounting firm that is currently known as a "Big Six" accounting firm or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit E hereto (the "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or Commission, sent to the stockholders of the BorrowerBorrower or sent to any holders of the Subordinated Notes or the Indenture Trustee; (e) from time to time upon request within fifteen (15) days after the end of each calendar month, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month or other date so requested by the Agent; (f) not later than thirty (30) days after the end of each fiscal year, projections budgets of the Borrower and its Subsidiaries updating those projections delivered for the next fiscal year; and (g) from time to time such other financial data and information (including accountants, management letters) as the Banks and referred to in ssAgent or any Bank may reasonably request.

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

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

Financial Statements, Certificates and Information. The Borrower -------------------------------------------------- will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect (i) that they have read a copy of this Credit Agreement, and (ii) that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under ss.ss.9 or 10 hereof, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultDefault and (iii) that, based upon certain agreed upon procedures, they have reviewed the most recent Borrowing Base Report of the Borrower and the calculations of the Borrowing Base made by the Borrower in preparing such Borrowing Base Report and have determined that such Borowing Base Report and calculation are accurate in all material respects, or if such accountants have obtained knowledge of any inaccuracy, they shall disclose in such statement any such inaccuracy; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the fiscal quarters of the Borrower, Borrower (i) copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, each setting forth in comparative form (A) the figures from the previous fiscal year and (B) the Borrower's annual budget delivered pursuant to ss.8.4(h) hereof, broken down by resort and all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof and for the period then elapsed (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than twenty-five (25) days after the end of each fiscal month, (i) copies of the Borrower's internal monthly management report which shall include unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries (done by resort), each as at the end of such fiscal month, and the related consolidated statement of income and consolidating statement of income (done by resort) for the portion of the Borrower's fiscal year then elapsed, each (except for the consolidating statements) setting forth in comparative form (A) the figures from the previous fiscal year and (B) the Borrower's annual budget delivered pursuant to ss.8.4(h) hereof, broken down by resort and all in reasonable detail and prepared in accordance with generally accepted accounting principles; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit E hereto and setting --------- forth in reasonable detail computations evidencing compliance with each of the covenants contained set forth in ss.10 hereof), and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date, and certifying that no Default or Event of Default exists as of the date of such certificate, or if a Default or Event of Default does exist specifying the nature and proposed remedy thereof; (de) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (ef) from within three Business Days after the fifteenth (15th) day of of each calendar month, or at such earlier time to time upon request as the Agent may reasonably request, (i) a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month or other date so requested by the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered provided that immediately prior to the Banks and referred to in -------- occurrence of a sale or other disposition of assets permitted by ss.

Financial Statements, Certificates and Information. The Borrower will deliver to the Agent and each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the BorrowerHolding Company and its Subsidiaries, commencing with the fiscal year ending December 31, 2010, and thereafter, the audited consolidated balance sheet of the Borrower Holding Company and its Subsidiaries and the consolidating balance sheet of the Borrower Holding Company and its Subsidiaries, each as at the end of such year, and the related consolidated statement of the income and consolidated statement of operations, stockholders' equity and cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, in each case prepared in accordance with generally accepted accounting principles, and for all such statements, certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ CCR LLP or by other independent certified public accountants reasonably satisfactory to the AgentAgent and the Required Lenders, together with an opinion of such accountant to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Holding Company and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under Article 12 hereof, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default under Article 12, they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of the Borrower commencing with the fiscal quarters of the Borrowerquarter ending September 30, 2010, copies of the unaudited consolidated balance sheet of the Borrower Holding Company and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer one of the Borrower Borrower's Key Officers that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower Holding Company and its Subsidiaries on the date thereof (subject to the lack of footnotes and year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower Borrower, in substantially the form of EXHIBIT C hereto Exhibit B hereto, and setting forth in reasonable detail detail: (i) computations evidencing compliance with the covenants contained in ss.10 Article 12 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date, together with supporting documentation used in such calculations or determinations, as the case may be, and a comparison to: (x) the Borrower's results obtained in such applicable period during the preceding fiscal year and (y) the budget which was delivered to the Lenders for the then current fiscal year; (d) as soon as practicable, but in any event not later than thirty (30) days after the end of each calendar month, commencing with the month ending June 30, 2010, copies of the unaudited consolidated balance sheet of the Holding Company and its Subsidiaries and the unaudited consolidating balance sheet of the Holding Company and its Subsidiaries, each as at the end of such calendar month, the related consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, and a comparison to the results obtained in the preceding fiscal year and to the budget which was delivered to the Lenders for the then current fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting principals together with a certification by one of the Borrower's Key Officers that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments and the lack of footnotes); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerBorrower or the Holding Company, as the case may be; (ef) from time by not later than fifteen (15) days after the end of each calendar month: (i) an accounts receivable aging and (ii) Inventory reports in form satisfactory to time upon request the Agent; (g) as soon as practicable, but in any event not later than December 31 of each fiscal year of the AgentBorrower, projections of the Borrower Holding Company and its Subsidiaries updating those projections delivered to the Banks Lenders and referred to in ssSection 9.4(b) or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 10.4(g) and a proposed annual detailed business operating budget for the next succeeding fiscal year prepared on a monthly basis which shall set forth, in detail reasonably satisfactory to the Required Lenders, the assumptions underlying such business operating budget; and (h) from time to time such other financial data and information (including accountants' management letters) as the Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet sheets of the Borrower and its Subsidiaries, each Borrowers as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement statements of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory with respect to the Agentconsolidated financial statements, together certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in ss.8 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of such Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided, that such accountants Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated and consolidating balance sheet sheets and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such quarter, subject to year end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Borrowers (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries Borrowers as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

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

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than April 17, 2001 in the case of Fiscal Year 2000 and not later than ninety (90) days after the end of each fiscal year subsequent Fiscal Year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower Borrowers and its their Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year Fiscal Year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification and without an expression of uncertainty as to the ability of any of the Borrowers or any of their Subsidiaries to continue as going concerns, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ KPMG LLP or by other independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated balance sheet of the Borrower Borrowers and its their Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year Borrowers' Fiscal Year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Borrowers that the information contained in such financial statements fairly presents the financial position of the Borrower Borrowers and its their Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments and footnotes); (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of the Borrowers, unaudited monthly consolidated financial statements of the Borrowers and their Subsidiaries for such month prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrowers that the information contained in such financial statements fairly presents the financial condition of the Borrowers and their Subsidiaries on the date thereof (subject to year-end adjustments and footnotes); (d) as soon as practicable, but in any event not later than (i) thirty (30) days after the end of each of the fiscal months of the Borrowers and their Subsidiaries, (ii) forty five (45) days after the end of each of the fiscal quarters of the Borrowers and their Subsidiaries and (iii) ninety (90) days after the end of each Fiscal Year of the Borrowers and their Subsidiaries, detailed income statements with respect to such month, quarter or year, as applicable, on an individual Unit-by-Unit basis for each Unit operated by any Borrower or a Subsidiary of a Borrower, such income statements to include the corresponding figures for each Unit from the corresponding period during the previous fiscal year, Unit-by-Unit income to be determined without any deduction or adjustment for expenses related to interest, income taxes, depreciation or amortization or other non-cash charges, gains or losses on the sale of Capital Assets or corporate overhead that may be attributable to such Unit, and to be in a form reasonably satisfactory to the Administrative Agent; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower Borrowers in substantially the form of EXHIBIT C E hereto (a "COMPLIANCE CERTIFICATE") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 ss.11 and (if applicable) reconciliations to tO reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (df) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerBorrowers; (eg) as soon as practicable , but in any event not later than thirty (30) days following the end of each Fiscal Year of the Borrowers and otherwise from time to time upon request of the Administrative Agent, one-year budgets of the Borrowers and their Subsidiaries, and, upon the request of the Administrative Agent, projections of the Borrower Borrowers and its their Subsidiaries updating those projections delivered to the Banks Lenders and referred to in ss.

Financial Statements, Certificates and Information. The ----------------------------------------------------- Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiariessubsidiaries, each as at the end of such year, and the related audited consolidated statement statements of income and audited consolidated statement statements of cash flow flow, and unaudited consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, in the case of the audited consolidated financial statements without qualification and without an expression of uncertainty as to the ability of the Borrower or any of its Subsidiaries to continue as going concerns, by Arth▇▇▇▇▇▇ ▇▇▇e▇▇▇▇▇ LLP or ▇▇▇▇ Sapper & ▇▇▇▇▇▇ or by other independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each subsidiaries as at the end of such quarter, and the related consolidated statement and consolidating statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year quarter then elapsedended, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit F hereto (a "Compliance Certificate") and certifying that no Default or Event of Default is then continuing or describing the nature and duration of any then continuing Default or Event of Default and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 ss.12 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date, and (ii) a statement of adjustments prepared by the principal financial or accounting officer of the Borrower to exclude Excluded Subsidiaries from the computations referenced in the preceding clause (i); (d) contemporaneously with the filing or mailing thereof, copies (i) of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission (including any registration statements) or sent to the stockholders of the BorrowerBorrower and (ii) any periodic or special reports of a material nature filed with the FCC and relating to any Station owned or operated by the Borrower or any of its Subsidiaries; (e) promptly upon completion thereof and in any event no later than sixty (60) days after the beginning of each fiscal year of the Borrower, the Borrower's annual operating budget in the form of consolidated and consolidating (on a Station-by-Station basis) financial projections for such fiscal year and prepared on a quarterly basis and setting forth projected operating results for each quarter in such fiscal year and for the fiscal year as a whole, including projections of operating cash flow together with a projection for the succeeding fiscal year with a quarterly itemization of estimated taxes and Capital Expenditures for such succeeding fiscal year, which are prepared on the basis of reasonable assumptions; and (f) from time to time upon request of such other financial data and information (including accountants' management letters) as the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAdministrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the consolidated fiscal year ending December 31, 2003, the audited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement audited Consolidated statements of income income, changes in capital and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory as to the scope of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to EPR may be satisfied by delivery of the Form 10-K of EPR filed with the SEC, PROVIDED, HOWEVER, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the fiscal quarters of the Borrower, copies of the unaudited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement unaudited Consolidated statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP (the foregoing with respect to EPR and its Subsidiaries may be satisfied by delivery of the Form 10-Q of EPR filed with the SEC PROVIDED, HOWEVER, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lenders be deemed delivered to a Lender nor shall any such information contained in any such prior filings be deemed delivered to a Lender), together with a certification by the principal chief financial officer or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "COMPLIANCE CERTIFICATE") certified by the principal chief financial officer or chief accounting officer of the Borrower in substantially the form of EXHIBIT C K hereto and (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in ss.10 ss.9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of the Mortgaged Property Net Operating Income for such fiscal quarter and on a trailing four-quarter basis for each of the Mortgaged Properties, prepared on a basis consistent with the statements furnished under the Fleet Agreement prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of Borrower that the information contained in such statement fairly presents the Mortgaged Property Net Operating Income of the Mortgaged Properties for such periods; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower, Guarantor and their Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) as soon as practicable but in any event not later than forty-five (45) days after the end of each fiscal quarter of Borrower (including the fourth fiscal quarter in each year), a Rent Roll for each of the Mortgaged Properties and the Theatre Assets and a Consolidated operating statement for the Mortgaged Properties and the Theatre Assets, and a copy of each Lease or amendment entered into with respect to a Mortgaged Property or the Theatre Assets during such quarter; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, reports or proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders shareholders of the Borrower; (eg) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.Intentionally deleted;

Financial Statements, Certificates and Information. The Borrower REA will deliver or cause to be delivered to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerREA, the consolidated audited balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as REA at the end of such yearyear (both on a consolidated basis with the Borrower and their respective Subsidiaries and on an unconsolidated basis), and and, if requested, the related consolidated statement audited statements of income income, changes in capital and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such yearyear (both on a consolidated basis with the Borrower and their respective Subsidiaries and if requested by the Agent, on an unconsolidated basis), each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory as to the Agentscope of the audit by a "Big Six" accounting firm, and any other information the Lenders may need to complete a financial analysis of REA, the Borrower and their respective Subsidiaries, in any event together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-forty five (45) days after the end of each of the first three fiscal quarters of the BorrowerREA, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each REA as at the end of such quarterquarter (both on a consolidated basis with the Borrower and their respective Subsidiaries and if requested by the Agent, on an unconsolidated basis), and the related consolidated statement unaudited statements of income income, changes in capital and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the BorrowerREA's fiscal year then elapsedelapsed (both on a consolidated basis with the Borrower and their respective Subsidiaries and if requested by the Agent, on an unconsolidated basis), and a statement showing the aging of the receivables for the Mortgaged Properties, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal chief financial officer or accounting officer of the Borrower REA that the information contained in such financial statements fairly presents the financial position of REA the Borrower and its their respective Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal chief financial officer or chief accounting officer of the Borrower REA in substantially the form of EXHIBIT C Exhibit H hereto and (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date. The Compliance Certificate shall be accompanied by copies of the statements of Consolidated Operating Cash Flow for each such fiscal quarter and the preceding fiscal quarters for REA and a statement of Gross Cash Receipts, Operating Expenses and Net Operating Income for each such fiscal quarter and the preceding fiscal quarter for each of the Mortgaged Properties, prepared on a basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of REA that the information contained in such statement fairly presents the Consolidated Operating Cash Flow, Net Operating Income, Gross Cash Receipts and Operating Expenses of REA and the Mortgaged Properties, as applicable, for such periods; (d) contemporaneously as soon as practicable but in any event not later than forty five (45) days after the end of each fiscal quarter of REA (including the fourth fiscal quarter in each year), an updated Rent Roll with respect to each Mortgaged Property, a summary of each such Rent Roll, and a leasing activity report with respect to each Mortgaged Property setting forth the filing or mailing thereof, copies efforts to market and lease the then unleased space in each Mortgaged Property and the results of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrowersuch efforts; (e) from time to time upon request simultaneously with the delivery of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and financial statement referred to in ss.subsection (a) above, the business plan of REA for the current fiscal year and a statement (i) listing the Real Estate owned or leased by REA, the Borrower, the Guarantors and their respective Subsidiaries and stating the location thereof, the date acquired and the acquisition cost thereof, (ii) listing the Indebtedness of REA, the Borrower, the Guarantors and their respective Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse,

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than one hundred twenty (120) days, or ninety (90) days if and when the Parent becomes a publicly traded company, after the end of each fiscal year of the BorrowerBorrowers, the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its SubsidiariesBorrowers, each as at the end of such year, and the related consolidated statement and consolidating statements of income and consolidated statement income, statements of cash flow flow, and consolidating statement statements of income and consolidating statement of cash flow operations for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification and without an expression of uncertainty as to the ability of the Borrowers to continue as going concerns, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or the Accountants, together with an annual budget and projections prepared by other independent certified public accountants the CFO for the next fiscal year in form and substance satisfactory to the Administrative Agent. In addition, together simultaneously therewith, the Borrowers shall use their best efforts to provide the Lenders with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants Accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated and consolidating balance sheet sheets and statements of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its SubsidiariesBorrowers, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement statements of cash flow for the portion of the Borrower's Borrowers' fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower CFO that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries Borrowers on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than thirty (30) days after the end of each of the fiscal month of the Borrowers, copies of the unaudited consolidated and consolidating balance sheets and statements of operations of the Borrowers, each as at the end of such month, subject to year-end adjustments, and the related consolidated and consolidating statements of cash flow for the portion of the Borrowers' fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower CFO in substantially the form of EXHIBIT C E hereto (a "COMPLIANCE CERTIFICATE") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Sections 8, 9 and 10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; PROVIDED that if the Borrowers shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such Compliance Certificate or otherwise deliver forthwith to each of the Lenders a certificate specifying the nature and period -57- of existence thereof and what action the Borrowers propose to take with respect thereto; (de) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the any Borrower; (eg) from time to time upon request of the Administrative Agent, projections of the Borrower and its Subsidiaries Borrowers updating those projections delivered to the Banks Lenders and referred to in ssSection 7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 8.4(g); and (h) from time to time such other financial data and information (including accountants' management letters) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety one hundred and five (90105) days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower Borrowers' Representative and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification and without an expression of uncertainty as to the ability of the Borrowers' Representative or any of its Subsidiaries to continue as going concerns, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Deloitte & Touche LLP or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated balance sheet of the Borrower Borrowers' Representative and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Borrowers' fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Borrowers that the information contained in such financial statements fairly presents the financial position of the Borrower Borrowers' Representative and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of the Borrowers, unaudited monthly consolidated financial statements of the Borrowers' Representative and its Subsidiaries for such month prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrowers that the information contained in such financial statements fairly presents the financial condition of the Borrowers' Representative and its Subsidiaries on the date thereof (subject to year-end adjustments); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower Borrowers' Representative in substantially the form of EXHIBIT C E hereto (a "COMPLIANCE CERTIFICATE") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (de) contemporaneously with promptly after the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of Mayor's. Further, the BorrowerBorrowers shall add the Administrative Agent as an addressee on all mailing lists maintained by or for the Borrowers; (ef) on Wednesday of each week or at such other time as the Administrative Agent may reasonably request, (i) a Borrowing Base Report setting forth the Borrowing Base as at the end of the week most recently ended or other date so requested by the Administrative Agent (to the extent requested more frequently such Borrowing Base Report to be based upon a roll forward of sales and purchases) and (ii) a sales audit report and a flash collateral report (each in such form as may be specified from time to time by the Administrative Agent); (g) on Wednesday of each week or at such other time as the Administrative Agent may reasonably request, an Accounts Receivable aging report; (h) from time to time upon request of the Administrative Agent, projections of the Borrower Borrowers' Representative and its Subsidiaries updating those projections delivered to the Banks Lenders and referred to in ssss.7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this ss.8.4(h); (i) such other reports listed on SCHEDULE 8.4(I) hereto; (j) from time to time such other financial data, information (including accountants, management letters) and copies of advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and retained earnings and consolidated statement of cash flow and consolidating statement of income and retained earnings and consolidating statement of cash flow for such year, each setting forth in comparative form the figures set forth in the projections delivered pursuant to Section 7.4.2 for the comparable period and those figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and and, with respect to the consolidated financial statements, certified without qualification (except for qualification for a change in accounting principles with which the independent public accountant concurs) by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other a nationally recognized firm of independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and retained earnings and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, each setting forth in comparative form the figures set forth in the projections delivered pursuant to Section 7.4.2 (or, if updated, pursuant to Section 8.4(k)) for the comparable period and those figures for the comparable period in the preceding fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal treasurer or other authorized financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments and the exclusion of footnotes); (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of the Borrower, copies of the unaudited monthly consolidated balance sheet of the Borrower and its Subsidiaries for such month, and the related consolidated statement of income and retained earnings and consolidated statement of cash flow for the portion of the Borrower's fiscal year then elapsed, each setting forth in comparative form the figures set forth in the projections delivered pursuant to Section 7.4.2 (or, if updated, pursuant to Section 8.4(k)) for the comparable period and those figures for the comparable period in the preceding fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the treasurer or other authorized financial officer of the Borrower that the information contained in such financial statements fairly presents the financial condition of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments and the exclusion of footnotes); (d) simultaneously with the delivery of the financial statements referred to in subsections (a), (b) and (bc) above, a statement certified by the principal treasurer or other authorized financial or accounting officer of the Borrower in substantially the form of EXHIBIT C E hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet DateDate and on a quarterly basis, a report in form and substance reasonably satisfactory to the Agent, on the status of environmental matters affecting the Borrower, including any material changes in remedial activity requested by any governmental agency or authority and the impact, if any, of such changes on the budget for the year delivered pursuant to subsection (h) below; (de) contemporaneously simultaneously with delivery of the filing financial statements referred to in subsections (a) and (b), a certificate, executed by the treasurer or mailing other authorized financial officer of the Borrower, stating that such officer has caused this Credit Agreement to be reviewed and has no knowledge of any material default by the Borrower in the performance or observance of any of the provisions of this Credit Agreement, during the applicable quarter or at the end of the applicable year, or, if such officer has such knowledge, specifying each default and the nature thereof; (f) promptly upon receipt thereof, copies of all final management letters of substance and other material reports of a substance which are submitted to the Borrower by its independent accountants in connection with any annual or interim audit of the books of the Borrower made by such accountants; (g) as soon as practicable but, in any event, within ten (10) Business Days after the issuance thereof, copies of such other financial nature, all reports, proxy statements and notices filed by any reports as the Borrower shall send to its stockholders as such, and copies of all regular and periodic reports which the Transaction Parties Borrower may be required to file with the Securities and Exchange Commission or sent any similar or corresponding governmental commission, department or agency substituted therefor, or any similar or corresponding governmental commission, department, board, bureau, or agency, federal or state; (h) within thirty (30) days after the first day of each fiscal year of the Borrower, the budget for the Borrower and its Subsidiaries for such fiscal year prepared by the Borrower for its Board of Directors, which shall include detail by month and shall include projected spending for such year relating to the stockholders of Capital Expenditures, including with respect to environmental matters affecting the Borrower; (ei) on the twentieth day of each calendar month a Borrowing Base Report setting forth the Eligible Inventory component of the Borrowing Base as at the end of the preceding calendar month or at such earlier time as the Agent may reasonably request, and (ii) (A) so long as the Excess Availability is greater than or equal to $35,000,000, on Wednesday of each week or at such earlier time as the Agent may reasonably request, or (B) so long as the Excess Availability is less than $35,000,000 or if an Event of Default shall have occurred and be continuing, on a daily basis, a Borrowing Base Report setting forth the Eligible Accounts Receivable component of the Borrowing Base as at the end of the preceding week or the preceding day, as the case may be, or such other date so requested by the Agent; (j) within fifteen (15) days after the end of each calendar month, an Accounts Receivable aging report; (k) simultaneously with delivery of each annual budget pursuant to Section 8.4(h) and from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries (including, without limitation, as to availability of the Revolving Credit Loans) updating those projections delivered to the Banks and referred to in ssSection 7.4.2 or, if applicable, updating any later such projections delivered pursuant to this Section 8.4(k); and (l) from time to time such other financial data and information (including accountants and management letters) as the Agent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: Lenders or, with respect to paragraph (f) of this §6.4 only, make available to each of the Lenders at the Borrower’s principal place of business: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal year, and the related consolidated statement statements of income income, retained earnings and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such fiscal year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, and certified without material qualification as to any circumstance which could reasonably be expected to have a material adverse effect on the Borrower and its Material Subsidiaries, taken as a whole, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ PricewaterhouseCoopers LLP or by other independent certified public accountants satisfactory of nationally recognized standing selected by the Borrower and acceptable to the AgentRequired Lenders, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters in each of the Borrower’s fiscal years, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such fiscal quarter and the portion of the Borrower's ’s fiscal year then elapsed, together with comparative consolidated figures for the same periods of the preceding fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with Generally Accepted Accounting Principles and accompanied by a certification by certificate of the principal financial or accounting officer of the Borrower stating that the information contained in such financial statements is correct and complete and fairly presents the financial position of the Borrower and its Subsidiaries on as of the date thereof and the results of their operations for the periods covered thereby (subject to year-end adjustments); ; (c) simultaneously with the delivery of the financial statements referred to in subsections paragraphs (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT Exhibit C hereto and setting forth in reasonable detail computations (based on the four-fiscal quarter period then ended) evidencing compliance with the covenants contained in ss.10 §§8.1 and 8.2 as at the end of the period covered by such statements or during such period as may be required, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.in

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: : (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet as of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ KPMG Peat Marwick or by any of the other independent certified public accountants satisfactory to the Agentso- called "big five" accounting firms, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet as of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); ; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit D hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ PricewaterhouseCoopers LLP or by other independent certified public accountants reasonably satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; and simultaneously with the delivery of the financial statements referred to in this subsection (a), a consolidated financial forecast for the Borrower and its Subsidiaries for the then current fiscal year; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit F hereto (a "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 ss.9 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of such other financial data and information (including accountants, management letters) as the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAgent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet sheets of the Borrower and its Subsidiaries, each Borrowers as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement statements of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory with respect to the Agentconsolidated financial statements, together Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in 9 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of such Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided, that such accountants Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated and consolidating balance sheet sheets and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such quarterquarter including profit and loss statements by division, subject to year end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP with a certification by the principal financial or accounting officer of the Borrower Borrowers (the "CFO") that the information contained in such consolidated financial statements were prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries Borrowers as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit D hereto (the "Compliance Certificate") certified by the principal financial or accounting officer CFO that the Borrowers are in compliance with the covenants contained in 7, 8 and 9 hereof as of the Borrower in substantially end of the form of EXHIBIT C hereto and applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the covenants contained Borrowers' Chief Operating Officer in ss.10 and (if applicable) reconciliations the form attached hereto as Exhibit E with respect to reflect changes in generally accepted accounting principles since the Balance Sheet Dateenvironmental matters; (d) [intentionally omitted]; (e) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerParent or any of the Borrowers; (ef) as soon as practicable, but in any event not later than 15 days after the end of each fiscal quarter, copies of the Borrower's profit and loss statements by division, subject to year end adjustments, and the related statements of cash flows, all in reasonable detail and prepared in accordance with GAAP; (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year; and (h) from time to time upon request of such other financial data and other information (including accountants' management letters) as the AgentBanks may reasonably request; The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, projections of however, that the Borrower and its Subsidiaries updating those projections delivered Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks and referred of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in sseffect from time to time.

Financial Statements, Certificates and Information. The Borrower -------------------------------------------------- will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, (i) the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other a nationally recognized independent certified public accountants accounting firm that is currently known as a "Big Five" accounting firm or by another independent certified public accounting firm satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the -------- Banks for failure to obtain knowledge of any Default or Event of Default; and, provided further that the consolidated information -------- ------- required by this paragraph may be satisfied by delivery by the Borrower within such ninety (90) day period of the Borrower's Form 10-K for such fiscal year and (ii) the unaudited Consolidating balance sheet as at the end of such year and the related unaudited Consolidating statement of income for such year, each setting forth in comparative form the figures for the previous fiscal year and all such unaudited Consolidating statements to be in reasonable detail and prepared in accordance with generally accepted accounting principles; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of (i) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, quarter and the related unaudited consolidated statement of income and unaudited consolidated statement of cash flow for the portion of the Borrower's fiscal year then elapsed, and consolidating (ii) the unaudited Consolidating balance sheet as at the end of such quarter and the related unaudited Consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); provided that the -------- consolidated information required by this paragraph may be satisfied by the Borrower within such forty-five (45) day period of the Borrower's Form 10-Q for such fiscal quarter; (c) as soon as practicable, but in any event no later than ninety (90) days after the end of each fiscal year of the Borrower, a management prepared budget for the next fiscal year of the Borrower. (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit E hereto and setting --------- forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 ss.11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (de) contemporaneously with as soon as practicable, but in any event not later than forty-five (45) days after the filing or mailing thereofend of any fiscal quarter, copies of all publicly available material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerBorrower during such fiscal quarter; (ef) within twenty (20) days after the end of each calendar month or at such earlier time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month or other date so requested by the Agent; (g) if any Revolving Credit Loans are outstanding or requested, within twenty (20) days after the end of each calendar month, an Accounts Receivable aging report; and (h) from time to time upon request of such other financial data and information (including accountants management letters) as the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAgent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrower Company will, and will cause each of its Subsidiaries to, deliver to each of the BanksNoteholders: (a) as soon as practicable, but in any event not later than ninety (90) within 90 days after the end of each fiscal year (or such earlier date as may be required by the Commission) commencing with the year ending December 31, 2002, a copy of the Borrower, the consolidated balance sheet of the Borrower Company and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, together with consolidated statements of income, retained earnings and cash flows of the related consolidated statement of income Company and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow its Subsidiaries for such year, each setting forth in comparative form audited and certified by independent public accountants of recognized national standing reasonably satisfactory to the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detailBoard of Directors, prepared in accordance with generally accepted accounting principlesprinciples consistently applied, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other any nationally-recognized independent certified public accountants satisfactory to the Agentaccountants, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable , each of the foregoing balance sheets and statements to set forth in comparative form the Banks corresponding figures for failure the prior fiscal period and to obtain knowledge include a brief written discussion and analysis by management of any Default or Event of Defaultthe results shown therein; (b) as soon as practicable, but in any event not later than forty-five (45) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such earlier date as may be required by the BorrowerCommission) commencing with the fiscal quarter ending March 30, copies 2003 a copy of the unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of such fiscal quarter and the unaudited consolidating consolidated statements of income, retained earnings and cash flows for the Company and its Subsidiaries for such fiscal quarter and for the year to date, each of the foregoing balance sheets and statements to set forth in comparative form the corresponding figures for the prior fiscal period and to include a brief written discussion and analysis by management of the results shown therein; (c) for so long as any senior lender of the Company shall require the delivery of such financial information, within 30 days after the end of each month commencing with the month ending October 31, 2002, a copy of the unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries, each Subsidiaries as at of the end of such quarter, month and the related unaudited consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower Company and its Subsidiaries on for such month and for the date thereof (subject year to year-end adjustments);date; and (cd) simultaneously with the delivery of the financial statements referred to in subsections clause (a) and (b) aboveof this Section 6.4, a statement certified by the principal financial or accounting officer of the Borrower Company in substantially the form of EXHIBIT C Exhibit 6.4(d) hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Article VIII and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; Date (da "Compliance Certificate") contemporaneously and, with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any delivery of the Transaction Parties with the Securities and Exchange Commission or sent financial statements referred to the stockholders of the Borrowerin clause (a) above, an annual accountant's management letter; (e) from time to time upon request within 90 days after the end of each fiscal year commencing with the year ending December 31, 2002, a copy of the Agent, annual consolidated operating budget and financial projections of the Borrower Company and its Subsidiaries updating those projections delivered for the then current fiscal year, certified by the principal financial or accounting officer of the Company, together with management's written discussion and analysis of such budget and financial projections; (f) promptly, and in any event within five Business Days after the sending or filing thereof, copies of (i) all proxy statements, financial statements, material change reports and other material reports that the Company or any of its Subsidiaries sends to its stockholders, partners, or members (or equivalent persons thereto), copies of all regular, periodic and special reports and information forms, and all registration statements, prospectuses and information memoranda, that any of the Company or any of its Subsidiaries files with the Commission, or with any national or international securities exchange, and copies of all private placement or offering memoranda pursuant to which securities of the Company or any of its Subsidiaries that are exempt from registration under the Securities Act are proposed to be issues and sold thereby, and (ii) all financial information and reports provided to the Agent and/or the Banks under the Syndicated Facility Documents and referred to in ssthe Vessel Financing Documents; and (g) such other financial and business information as holders of at least 50% of the principal amount of all Senior Notes then outstanding may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver Furnish to each of the Banks: (a) as As soon as practicablepracticable and, but in any event not later than ninety event, within one hundred and twenty (90120) days after the end of each fiscal year of the Borrower, (i) the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal year, and the related consolidated statement statements of income and consolidated statement cash flows of cash flow the Borrower and consolidating statement of income and consolidating statement of cash flow its Subsidiaries for such yearthe fiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, and certified without qualification accompanied by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants a report and unqualified opinion of the Borrower's Independent Accountants (who shall be reasonably satisfactory to the AgentBanks), together which report and opinion shall have been prepared in accordance with a written statement generally accepted auditing standards and (ii) the consolidating balance sheets of the Borrower and each of its Subsidiaries as at the end of such fiscal year, and the consolidating statements of income and cash flows of the Borrower and each of its Subsidiaries for the fiscal year then ended, in each case as reflected on the unaudited worksheets prepared by the Borrower in support of the consolidated financial statements delivered to the Banks pursuant to clause (i) hereof. In addition, the Borrower will obtain from such accountants Independent Accountants and deliver to the effect Banks within said period of 120 days the certified statement of such Independent Accountants that they have read a copy of this Credit Agreement, Agreement and that, in making the examination necessary to for said certification, performing activities within the normal scope of their audit and without further inquiry, they have obtained no knowledge of any Default then existing by the Borrower in the fulfillment of any of the terms, covenants, provisions or Event of Defaultconditions hereof (insofar as the same relate to financial matters), the Notes, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; PROVIDED provided, that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default;. (b) as As soon as practicablepracticable and, but in any event not later than event, within forty-five (45) days after the end of each of the first three fiscal quarters in each fiscal year of the Borrower, copies of the unaudited a consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal quarter, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position flows of the Borrower and its Subsidiaries on for the date thereof (portion of the fiscal year then ended, each in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles consistently applied, except for provisions for footnotes and subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) ended audit adjustment and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders an Officer's Certificate of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

Financial Statements, Certificates and Information. The Borrower will deliver and cause BPI to deliver (as applicable) to the Administrative Agent (with copies to the Administrative Agent for each of the Banks: (a) Bank): as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year Fiscal Year of the BorrowerBPI, the audited consolidated balance sheet of the Borrower and its Subsidiaries BPI and the consolidating balance sheet of the Borrower and its Subsidiaries, each as Consolidated Subsidiaries at the end of such year, and the related audited consolidated statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year Fiscal Year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified and, in each case, accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory to the Agent, Accountants; together with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under Article VI or VII or otherwise under the provisions of this Agreement relating to the financial condition of BPI or any of the Consolidated Subsidiaries, or of any facts or circumstances that would cause BPI not to continue to qualify as a REIT for federal income tax purposes, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Default, Event of Default or such facts or circumstances, they shall disclose make disclosure thereinafter such statement (and, at the Administrative Agent's request, the Borrower shall deliver the foregoing for the Borrower on a consolidated basis); as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 Fiscal Quarters, copies of the unaudited consolidated balance sheet of BPI and the Consolidated Subsidiaries, as at the end of such quarter, and the related unaudited consolidated statements of income, changes in shareholders' equity and cash flows for the portion of BPI's Fiscal Year then elapsed, all in reasonable detail and prepared in accordance with GAAP (which may be provided by inclusion in the Form 10-Q of BPI filed with the SEC for such period provided pursuant to clause (i) below), together with a certification by the principal financial or accounting officer of the Borrower and BPI that the information contained in such statement financial statements fairly presents the financial position of BPI and the Consolidated Subsidiaries on the date thereof (subject to year-end adjustments none of which shall be materially adverse) (and, at the Administrative Agent's request, the Borrower shall deliver the foregoing for Borrower on a consolidated basis); Upon the request of the Administrative Agent and as soon as practicable, but in any event not later than ninety (90) days after the end of each of its Fiscal Years, statements of Net Operating Income and outstanding Indebtedness as at the end of such Default Fiscal Year and for the Fiscal Year then ended in respect of each Real Estate Asset (including each Borrowing Base Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a summary rent roll in respect of each Borrowing Base Property, in each case certified by the chief financial or Event accounting officer of Defaultthe Borrower as true and correct in all material respects; PROVIDED that such accountants shall not be liable to Upon the Banks for failure to obtain knowledge request of any Default or Event of Default; (b) the Administrative Agent and as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters Fiscal Quarters of the Borrower, (1) copies of the unaudited consolidated balance sheet statements of the Borrower Net Operating Income and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each outstanding Indebtedness as at the end of such quarter, quarter and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year Fiscal Year then elapsedelapsed in respect of each Real Estate Asset (including each Borrowing Base Property), all in reasonable detail and each prepared in accordance with generally accepted GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and certified by the chief financial or accounting principlesofficer of the Borrower to present fairly the Net Operating Income and outstanding Indebtedness in respect of each such Real Estate Asset and (ii) an occupancy analysis in respect of each Real Estate Asset (including each Borrowing Base Property) certified by the chief financial officer of the Borrower to be true and complete in all material respects; 44 simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of EXHIBIT D-1 hereto signed by the chief financial or accounting officer of the Borrower and (if applicable) reconciliations to reflect changes in GAAP since the date of such financial statements; promptly as they become available, a copy of each report (including any so-called management letters) submitted to the Borrower, BPI or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, BPI or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, BPI or any such Subsidiary; contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, assets, financial condition or prospects, or operations of the Borrower, BPI or, taken as a whole, the BP Group; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of BPI; as soon as practicable, but in any event not later than ninety (90) days after the end of each Fiscal Year of BPI, copies of the Form 10-K statement fled by BPI with the SEC for such Fiscal Year, and as soon as practicable, but in any event not later than fifty (50) days after the end of each Fiscal Quarter of BPI copies of the Form 10-Q statement filed by BPI with the SEC for such Fiscal Quarter, PROVIDED that, in either case, if the SEC has granted an extension for the filing of such statements, BPI shall deliver such statements to the Administrative Agent within ten (10) days after the filing thereof with the SEC; from time to time such other financial data and information about the Borrower, BPI, their respective Consolidated Subsidiaries, the Real Estate Assets and the Partially-Owned Real Estate Holding Entities as the Administrative Agent or any Bank (through the Administrative Agent) may reasonably request, including without limitation complete rent rolls, existing environmental reports, and insurance certificates with respect to the Real Estate Assets (including the Borrowing Base Properties); in the case of the Borrower and BPI, as soon as practicable, but in any event not later than ninety (90) days after the end of each of their respective Fiscal Years, PRO FORMA projections for the next three Fiscal Years; together with the financial statements delivered pursuant to Section 5.4(a), a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of BPI and its Subsidiaries as of the end of the applicable Fiscal Year; and in the event that the definition of "funds from operations" is revised by the Board of Governors of the National Association of Real Estate Investment Trusts, a report, certified by the chief financial or accounting officer of the Borrower, of the "funds from operations" of the Borrower based on the 45 definition as in effect on the date of this Agreement and based on the definition as so revised from time to time, which such report shall be delivered to the Administrative Agent (with copies to the Administrative Agent for each Bank) with the financial statements required to be delivered pursuant to Section 5.4(b) above; and as soon as practicable, but in any event not later than ninety (90) days after the end of the Fiscal Year of the Borrower, the unaudited balance sheet of the Borrower at the end of each such year, and the related unaudited statements of income, changes in partners' capital and cash flows for the year then ended, in each case setting forth in comparative form the figures for the previous Fiscal Year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower on the date thereof, and its Subsidiaries as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the March 31, June 30 and September 30 Fiscal Quarters of the Borrower, the unaudited balance sheet of the Borrower at the end of each such quarter, and the related unaudited statements of income, changes in partners' capital and cash flows for the quarter then ended, in each case setting forth in comparative form the figures for the previous Fiscal Quarter and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower on the date thereof (subject to year-end adjustmentsadjustments none of which shall be materially adverse); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related audited consolidated statement statements of income income, changes in capital and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory as to the Agentscope of the audit by a "Big Five" accounting firm (the foregoing may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC), and any other information the Lenders may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED Default (provided that with respect to the audited financial statement due on or before March 31, 2001, such written statement from the Borrower's accountants shall not be liable delivered on or before the date that is two (2) weeks following the date such financial statement is required to the Banks for failure be delivered to obtain knowledge of any Default or Event of DefaultAgent hereunder); (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related unaudited consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP (the foregoing may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC), together with a certification by the principal chief financial officer or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal chief financial officer or chief accounting officer of the Borrower in substantially the form of EXHIBIT C Exhibit K hereto and (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in ss.10 (S)9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date. Borrower shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of Exhibit J attached hereto pursuant to which the Borrower shall calculate the amount of the Borrowing Base as of the end of the immediately preceding fiscal quarter of the Borrower. All income, expense and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Net Operating Income for such fiscal quarter for each of the Mortgaged Properties, prepared on a basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of Borrower that the information contained in such statement fairly presents the Net Operating Income of the Mortgaged Properties for such periods; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) as soon as practicable but in any event not later than forty-five (45) days after the end of each fiscal quarter of Borrower (including the fourth fiscal quarter in each year), a Rent Roll for each of the Mortgaged Properties and a consolidated operating statement for the Mortgaged Properties, and a copy of each Lease or amendment entered into with respect to a Mortgaged Property during such quarter; (f) simultaneously with the delivery of the financial statement referred to in subsections (a) and (b) above, a supplemental investor package containing financial and statistical information related to the applicable quarter in the form delivered to the Agent prior to the Closing Date, together with a statement of sources and uses of funds with respect to properties under development; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, reports or proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders shareholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

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

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated audited balance sheet sheets of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as Company at the end of such year, and the related consolidated statement audited statements of income operations and consolidated statement statements of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles on a consolidated basis including the Borrower and the Related Companies, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young or by such other independent certified public accountants satisfactory accountant as may be selected by Borrower and reasonably acceptable to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Company as at the end of such quarter, and the related consolidated statement unaudited statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow operations for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Borrower Company that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries of the Company on the date thereof (subject to year-end adjustments); provided, however, that for so long as the Borrower and the Company are filing form 10-Q with the SEC, the delivery of a copy thereof pursuant to paragraph (e) of this Section 7.4 shall be deemed to satisfy this paragraph (b); (c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of each of the first three (3) fiscal quarters and not later than ninety (90) days after the end of the last fiscal quarter of each fiscal year of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for the Unencumbered Assets, prepared on a basis consistent with the statements furnished pursuant to Section 6.4(c), and certified by a Responsible Officer of the Company and, at the time of the annual financial statements referred to in subsection (a) above, and at the time of quarterly financial statements referred to in subsection (b) above if requested by the Agent, a consolidating statement setting forth the Net Operating Income for such fiscal quarter for each Unencumbered Asset listed by address; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT Exhibit C hereto signed by a Responsible Officer of the Company (on behalf of the Borrower) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 herein and (if applicable) reconciliations to reflect changes in generally accepted accounting principles Generally Accepted Accounting Principles since the Balance Sheet Date; (de) contemporaneously as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC; (f) promptly following the filing or mailing thereof, copies of all other material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission SEC or sent to the stockholders shareholders of the BorrowerCompany or to the limited partners of the Borrower and copies of all corporate press releases promptly upon the issuance thereof; (eg) from time to time upon such other financial data and information as the Agent may reasonably request including, without limitation, financial statements of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered any Unconsolidated Entities; (h) from time to time such environmental assessment reports as to the Banks and referred to in ssUnencumbered Assets as the Agent may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year and, with respect to the consolidated balance sheet of the Borrower and its Subsidiaries, setting forth in comparative form the figures for the previous fiscal year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income income, all such consolidated and consolidating statement of cash flow for such yearstatements to be in reasonable detail and prepared in accordance with GAAP, each and with respect to the consolidated statements, setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesyear, and certified audited, without qualification and without an expression of uncertainty as to the ability of the Borrower or any of its Subsidiaries to continue as going concerns, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Deloitte & Touche LLP or by other similar independent certified public accountants satisfactory to the Agentof nationally recognized standing, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarterquarter and, with respect to the unaudited consolidated balance sheet of the Borrower and its Subsidiaries, setting forth in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, and with respect to the consolidated statements, setting forth in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year, together with a certification by the principal financial Chief Financial Officer, Chief Accounting Officer or accounting officer the Treasurer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments and addition of footnotes); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial Chief Financial Officer, Chief Accounting Officer or accounting officer the Treasurer of the Borrower in substantially the form of EXHIBIT C hereto (a "COMPLIANCE CERTIFICATE") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet DateSection 10; (d) contemporaneously with the filing or mailing thereof, copies of all material of a filings containing financial nature, all reports, statements or proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request such other financial data and information (including any and all financial statements and other supporting financial documents and schedules including copies of any accountant's management letters with respect to the Agentbusiness, projections financial condition and other affairs of the Borrower and or any of its Subsidiaries updating those projections Subsidiaries) as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to this Section 8.3 (to the Banks extent any such documents are included in materials otherwise filed with the Securities and Eschange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower's behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 8.3(c) to the Administrative Agent. Except for such Compliance Certificate, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in ssany event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the BanksTCW Investors: (a) as soon as practicable, but in any event not later than then ninety (90) days after the end of each fiscal year of the BorrowerCompany, the consolidated balance sheet of the Borrower Company and its Subsidiaries and the consolidating balance sheet of the Borrower Company and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other the Company's independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Defaultaccountants; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the BorrowerCompany, copies of the unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower Company and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income for such quarter and consolidating statement of cash flow for the portion of the BorrowerCompany's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower Company that the information contained in such financial statements fairly presents the financial position of the Borrower Company and their Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of the Company, the unaudited consolidated balance sheet of the Company and its Subsidiaries and unaudited consolidating balance sheet of the Company and their Subsidiaries, each as at the end of such month, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income for such month, all in reasonable detail and each prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial condition of the Company and its Subsidiaries on the date thereof (subject to year-end adjustments); (cd) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and Company setting forth in reasonable detail computations evidencing compliance with certain covenants made by the covenants contained in ss.10 Company and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since to the Balance Sheet Date; (de) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerCompany; (ef) on or prior to the end of each fiscal year of the Company and their Subsidiaries and otherwise from time to time upon request of the AgentTCW Investors, projections a monthly budget for the next fiscal year of the Borrower Company and its their Subsidiaries updating those projections delivered including pro forma consolidated and consolidating (prepared by division rather than by corporate entity) statements of income and consolidated statement of cash flows of the Company and their Subsidiaries; and (g) from time to time such other financial data and information (including accountants, management letters) as the Banks and referred to TCW Investors may reasonably request. (h) Company shall notify the TCW Investors forthwith in sswriting, upon becoming aware of any default or event which is or would be, upon the passing of time, a "Voting Rights Triggering Event," including any occasion upon which the Maintenance Test Ratio exceeds the Maximum Test Ratio (as such terms are defined in the Certificate of Designation).

Financial Statements, Certificates and Information. The Guarantor and the Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Guarantor and the Borrower, the consolidated balance sheet of the Borrower Guarantor and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year year, and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants reasonably satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of the Guarantor and the Borrower in any fiscal year of the Guarantor and the Borrower, copies of the unaudited consolidated balance sheet of the Borrower Guarantor and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the BorrowerGuarantor's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower Guarantor and its Subsidiaries on the date thereof (subject to year-end adjustments), which statements shall set forth in comparative form the figures from the projections for such quarter most recently delivered to the Banks; (c) as soon as practicable, but in any event within thirty (30) days after the end of each fiscal month, in each fiscal year of the Borrower, unaudited monthly consolidated financial statements of the Guarantor and its Subsidiaries for such fiscal month, as well as a report of sales at each Store for such fiscal month, compared to sales at such Store for the same fiscal month of the previous fiscal year prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial condition of the Guarantor and its Subsidiaries on the date thereof (subject to year-end adjustments), which statements shall set forth in comparative form the figures from the projections, if any, for such fiscal month most recently delivered to the Banks; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C E (a "Compliance Certificate") hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 sec.11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (de) contemporaneously with within two (2) Business Days of the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerBorrower or the Guarantor; (ef) within fifteen (15) days after the end of each fiscal month or at such other time as the Agent may reasonably request after reasonable notice, a Borrowing Base Report setting forth the Borrowing Base as at end of such fiscal month or other date so requested by the Agent; PROVIDED that during the fiscal months of November through January, inclusive, the Borrower will deliver to the Banks within five (5) days after the end of each calendar week, a weekly update of the most recently delivered Borrowing Base Report with respect to Eligible Accounts Receivable; and PROVIDED FURTHER that in any fiscal month the Borrower may, at its option, deliver a Borrowing Base Report with respect to both Eligible Inventory and Eligible Accounts Receivable on a weekly basis so long as during such fiscal month in which the Borrower has delivered a weekly Borrowing Base Report, the Borrower continues to deliver a weekly Borrowing Base Report for the remainder of such fiscal month; (g) from time to time upon the reasonable request of the Agent, projections of the Guarantor, the Borrower and its their Subsidiaries updating those projections delivered to the Banks and referred to in sssec.9.4.2 or, if applicable, updating any later such projections delivered in response to a request pursuant to this sec.9.4(g); (h) by not later than the last Business Day of the Borrower's fiscal year, the Borrower's business plan for the next fiscal year; (i) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Guarantor and the Borrower, the consolidated balance sheet of the Guarantor and its Subsidiaries as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow for such year, setting forth in comparative form the figures from the projections for such fiscal year most recently delivered to the Banks; (j) prior to the opening by the Borrower of any new Store or warehouse facility at which Eligible Inventory is to be located, a supplement to SCHEDULE 2 hereto, listing any additions or deletions to the list of Stores and warehouse facilities of the Borrower located in the United States, which supplement, together with SCHEDULE 2 hereto and any prior supplements, shall be deemed to constitute SCHEDULE 2 for all purposes of this Credit Agreement; and (k) from time to time such other financial data and information (including accountants' management letters) as the Agent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: Lenders or, with respect to paragraph (f) of this §6.4 only, make available to each of the Lenders at the Borrower’s principal place of business: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal year, and the related consolidated statement statements of income income, retained earnings and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such fiscal year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, and certified without material qualification as to any circumstance which could reasonably be expected to have a material adverse effect on the Borrower and its Material Subsidiaries, taken as a whole, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ PricewaterhouseCoopers LLP or by other independent certified public accountants satisfactory of nationally recognized standing selected by the Borrower and acceptable to the AgentRequired Lenders, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; ; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters in each of the Borrower’s fiscal years, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal quarter, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such fiscal quarter and the portion of the Borrower's ’s fiscal year then elapsed, together with comparative consolidated figures for the same periods of the preceding fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with Generally Accepted Accounting Principles and accompanied by a certification by certificate of the principal financial or accounting officer of the Borrower stating that the information contained in such financial statements is correct and complete and fairly presents the financial position of the Borrower and its Subsidiaries on as at the date thereof and the results of their operations for the periods covered thereby (subject to year-end adjustments); ; (c) simultaneously with the delivery of the financial statements referred to in subsections paragraphs (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.the

Financial Statements, Certificates and Information. The Borrower will deliver deliver, or cause to each of be delivered, to the BanksLender: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, on a consolidated basis the consolidated audited balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related consolidated audited statement of income income, statement of retained earnings, changes in capital, operating statements, and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by ArthBDO Seidman LLP or by another independ▇▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified tified public accountants satisfactory accountant reasonably acceptable to the AgentLender, together with a written statement from such accountants to the effect chief financial officer of the company stating that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under this Agreement, or, if such accountants officer shall have obtained knowledge of any then existing Default or Event of Default they he or she shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters quarter of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated unaudited statement of income income, statement of retained earnings, changes in capital, and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer officer, partner or trustee of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments)) and that, in making the examination necessary to said certification, such Person has obtained no knowledge of any Default or Event of Default under this Agreement; (c) contemporaneously with the delivery of the financial statements referred to in clause (a) above, a statement of all contingent liabilities of the Borrower which are not reflected in such financial statements or referred to in the notes thereto, and annual budget and cash flow forecasts for the Borrower and Project all in reasonable detail and certified by the principal financial or accounting officer of the Borrower; (d) simultaneously with the delivery of the financial statements referred to in subsections clauses (a) and (b) above, a statement certified covenant compliance certificate signed by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrowerss.10.8; (e) Simultaneously with the filing thereof a copy of the Borrower's tax return together with all schedules thereof; and (f) from time to time upon request of such other financial data and information (including accountants' management letters) as the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssLender may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related audited consolidated statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or by other independent certified public accountants satisfactory another "Big Six" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Borrower will deliver to the AgentAgent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), together and any other information the Banks may need to complete a financial analysis of the Borrower and its Subsidiaries. At any time that the Agent has reasonable grounds to request the same (including, without limitation, at any time that the Compliance Certificate indicates that the Borrower is at or near minimum compliance with the financial covenants contained in this Agreement), the Agent may require that such report be accompanied by a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to for said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the Borrower (including the fourth fiscal quarters of the Borrowerquarter in each year), copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related unaudited consolidated statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples (which may be provided by inclusion in the Form 10-Q of the Borrower for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer an Authorized Officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of the Borrower (excluding the fourth fiscal quarter in each year), copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Borrower will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of the Borrower (including the fourth fiscal quarter in each year), copies of a consolidated statement of the Funds from Operations for such fiscal quarter for the Borrower and its Subsidiaries and the Net Operating Income and Operating Cash Flow for the Real Estate and year-to- date in form and substance satisfactory to Agent, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by an Authorized Officer of the Borrower that the information contained in such statement fairly presents the Funds from Operations of the Borrower and its Subsidiaries and the Net Operating Income and Operating Cash Flow for the Real Estate for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, and within thirty (30) days of the filing with the SEC of a Form 8-K or any other document amending any other filing previously made by the Borrower which could reasonably be expected to have a materially adverse effect on the Borrower, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer an Authorized Officer of the Borrower and the Guarantor in substantially the form of EXHIBIT C D hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (df) concurrently with the delivery of the financial statements described in subsections (b) and (c) above, a certificate signed by an Authorized Officer of the Borrower to the effect that, having read this Agreement, and based upon an examination which they deem sufficient to enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the facts with respect thereto; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission SEC or sent to the stockholders of the Borrower; (eh) from time to time upon request of the Agent, projections but in any event not later than 30 days after receipt of notice of such request from the Agent, updated Rent Rolls with respect to the Real Estate, a summary of each Rent Roll in form reasonably satisfactory to the Agent, and a leasing activity report with respect to the Real Estate setting forth the Borrower's efforts to market and lease the then unleased space in the Real Estate and the results of such efforts; (i) simultaneously within the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower and its Subsidiaries (or in which Borrower or its Subsidiaries owns an interest) and stating the owner thereof, the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries updating those projections delivered (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or Non-recourse, and (iii) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; (j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax return and amendments thereto of the Borrower; (k) not later than five (5) Business Days after the Borrower receives notice of the same from either of the Rating Agencies or otherwise learns of the same, notice of the issuance of any change in the rating by either of the Rating Agencies in respect of any debt of the Borrower (including any change in an Implied Rating), together with the details thereof, and of any announcement by either of the Rating Agencies that any such rating is "under review" or that any such rating has been placed on a watch list or that any similar action has been taken by either of the Rating Agencies (collectively a "Rating Notice"); and (l) from time to time such other financial data and information in the Banks possession of the Borrower or the Guarantor (including without limitation separate financial statements for the Guarantor, auditors' management letters, evidence of payment of taxes, property inspection and referred environmental reports and information as to in sszoning and other legal and regulatory changes affecting the Borrower or the Guarantor) as the Agent may reasonably request.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerCompany, the consolidated balance sheet of the Borrower Company and its Subsidiaries and the consolidating balance sheet of the Borrower Company and its SubsidiariesSubsidiaries (with any reference to consolidating statements of Subsidiaries in this ss.8.4 to mean that term as applied to the accounts and financial statements, as applicable, of business lines, which is presented in a format approved by the Agent), each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ PricewaterhouseCoopers LLP or by other independent certified public accountants reasonably satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault as it relates to any financial covenant, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default, and, together with such financial statements and accountant's certification, a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (b) as soon as practicable, but in any event not later than (i) forty-five (45) days after the end of each of the first three fiscal quarters of the BorrowerCompany commencing with the fiscal quarter ending March 31, 1999 and (ii) sixty (60) days after the end of the last fiscal quarter of the Company, copies of the unaudited consolidated balance sheet of the Borrower Company and each of its Subsidiaries and and, commencing with the fiscal quarter ending June 30, 1999, the unaudited consolidating balance sheet of the Borrower Company and each of its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and and, commencing with the fiscal quarter ending June 30, 1999, consolidating statement of income and consolidating statement of cash flow for the portion of the BorrowerCompany's fiscal year then elapsed, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with (i) a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial position of the Company and its Subsidiaries on the date thereof (subject to year-end adjustments) and (ii) a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (c) commencing March 31, 1999, as soon as practicable, but in any event within (i) forty-five (45) days after the end of the first month to occur after the Closing Date, (ii) thereafter, thirty (30) days after the end of each of the first two (2) months in each fiscal quarter of the Company, (iii) forty-five (45) days after the end of the last month in each fiscal quarter, other than the last month of any year, and (iv) sixty (60) days after the end of the last month in each fiscal year of the Company, unaudited monthly consolidated financial statements of the Company and its Subsidiaries for such month and unaudited monthly consolidating financial statements of the Company and its Subsidiaries for such month, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower Company that the information contained in such financial statements fairly presents the financial position condition of the Borrower Company and its Subsidiaries on the date thereof (subject to year-end adjustments); (cd) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower Company in substantially the form of EXHIBIT C Exhibit D hereto (the "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date, and, until December 31, 1999, together with a brief statement and description of the Company's progress in completing its Year 2000 compliance; (de) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerCompany; (ef) from time to time upon request of the Agent, annual projections of the Borrower Company and its Subsidiaries updating for a one year period those projections delivered to the Banks and referred to in ssss.7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this ss.8.4(f); (g) from time to time such other financial data and information (including accountants, management letters) as the Agent or any Bank may reasonably request; and (h) not later than the beginning of each fiscal year of the Borrowers and their Subsidiaries, the annual budget of the Borrowers and their Subsidiaries for such fiscal year (prepared on a monthly basis).

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) 100 days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, year and the related consolidated statement of income and consolidated statement statements of cash flow flows and consolidating statement of income and consolidating statement of cash flow operations for such fiscal year, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, GAAP and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentAdministrative Agent (the “Accountants”). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (commencing with the fiscal quarter ending September 30, 2024), copies of the unaudited consolidated balance sheet and the related consolidated statements of operations and cash flows of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedsubject to year-end adjustments, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the close of business on the date thereof (and their results of operations and cash flows for the period then ended, subject to year-end adjustments)adjustments and the exclusion of detailed footnotes; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.