Common use of Financial Condition Clause in Contracts

Financial Condition. (a) Each of (i) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated December 31, 2012, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet sheets of the Acquired Business and its Subsidiaries dated Borrower as at December 31, 20122008 and December 31, 2009 and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on that date such dates, reported on by and (ii) accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the unaudited interim consolidated balance sheet Consolidated financial condition of the Acquired Business Borrower and its Subsidiaries dated June 30as at such dates, 2013 and the related unaudited consolidated statements Consolidated results of income, shareholders’ equity its operations and its Consolidated cash flows for the six respective fiscal months years then ended. All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) . The pro forma unaudited consolidated balance sheet of Holdings Borrower and its Subsidiaries dated June 30do not have any material Guarantees, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including, without limitation, any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 5.11(a8.1(a) or have been prepared in accordance with GAAP and present fairly in all material respects the notes thereto consolidated financial condition, results of operations and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects cash flows of the Loan Parties Borrower and their respective its Subsidiaries. (e) All financial performance projections delivered to , as of the Administrative Agent, including date and for the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsthereby.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet Consolidated financial statements of the Acquired Business Borrower and its Consolidated Subsidiaries dated December 31for the fiscal years ended 2007, 2012, 2008 and 2009 together with the related audited consolidated Consolidated statements of income or operations, shareholderschanges in stockholders’ equity and of cash flows for the Fiscal Year fiscal years ended on that date and such dates, (ii) the unaudited interim consolidated Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Acquired Business Borrower and its Subsidiaries dated as of June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a):2010: (iA) were prepared in accordance with GAAP (except, in but without footnotes for the case of unaudited statements, as permitted by consistently applied throughout the rules and regulations of the SEC) applied on a consistent basis during the periods involved (period covered thereby, except as may be indicated therein or in the notes thereto); andotherwise expressly noted therein; (iiB) fairly present in all material respects the consolidated financial position condition of the Company Borrower and its consolidated subsidiaries Subsidiaries, as at applicable, as of the respective dates date thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments adjustments) and to any results of operations for the period covered thereby; and (C) show all material Indebtedness and other adjustments described thereinliabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including in any notes thereto)liabilities for taxes, material commitments and contingent obligations. (b) The pro forma unaudited consolidated balance sheet three-year projections of Holdings the Borrower and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including Lenders on or prior to the financial performance projections delivered on the Effective Closing Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best have been prepared in good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and upon reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsassumptions.

Financial Condition. (a) Each of (i) The Lead Borrower has heretofore furnished to the audited consolidated Agents the Consolidated balance sheet of the Acquired Business and its Subsidiaries dated December 31, 2012sheet, and the related audited consolidated statements of income or operations, shareholdersstockholders’ equity equity, and cash flows for the Lead Borrower and its Subsidiaries (i) as of and for the Fiscal Year Years ended on that date December 31, 2004, December 31, 2005 and December 31, 2006, in each case audited by KPMG, LLP, independent public accountants, and (ii) as of and for the unaudited interim consolidated balance sheet of the Acquired Business Fiscal Quarters ended March 31, 2007 and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated 2007. Such financial statements of incomepresent fairly, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated position, results of operations and consolidated cash flows of the Lead Borrower and its Subsidiaries as of such dates and for the respective such periods then ended (subjectin accordance with GAAP, in the case of unaudited statements, subject to normal year-year end audit adjustments and the absence of footnotes. Since December 31, 2006, there has been no event, change, condition or development that has had or could reasonably be expected to any other adjustments described thereinhave, including individually or in any notes thereto)the aggregate, (i) as of the Closing Date, a Company Material Adverse Effect (as defined in the Acquisition Agreement) or (ii) a Material Adverse Effect. (b) The Lead Borrower has heretofore furnished to the Agents the pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(bfinancial statements required pursuant to SECTION 4.01(i) was prepared by Holdings giving hereof. Such pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was financial statements have been prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and by the Lead Borrower, are based on assumptions believed by the Parent Lead Borrower to be fair reasonable at the time of preparation, accurately reflect in all material respects all adjustments required to be made to give effect to the VH Acquisition and reasonable present fairly in light all material respects on a pro forma basis the estimated Consolidated financial position of current market conditionsthe Lead Borrower and its Subsidiaries as of such date and for the periods reflected therein, assuming that the VH Acquisition had actually occurred at such date; it being acknowledged understood that such pro forma financial statements are subject to significant uncertainties and agreed by contingencies, many of which are beyond the Administrative Agent and the Lenders Lead Borrower’s control, that no assurance can be given that any particular financial projections as to future events are not to will be viewed as facts realized, that actual results may differ and that the actual results during the period or periods covered by such projections differences may differ from the projected resultsbe material.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated Borrower as at December 31, 20122021, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated Borrower as at June 30, 2013 2022 and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months quarter then ended, in each casepresent fairly the consolidated financial condition of the Borrower as of such date, as attached hereto as Schedule 5.11(a): (i) were and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except, as then in effect) (other than with respect to the case absence of unaudited statements, as permitted by the rules footnotes and regulations of the SECsubject to normal year-end adjustments) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein agreed by the Administrative Agent and the Required Lenders or in as approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position . As of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Restatement Effective Date, have no other except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and/or its Subsidiaries prior to the date hereof, neither the Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the financial statements referred to above in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesthis paragraph. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at September 30, 2012 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds permitted under Section 8.15 thereof and (iii) the payment of fees and expenses on the Closing Date in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at September 30, 2012 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheet sheets of the Acquired Business Borrower and its Subsidiaries dated as at December 31, 20122011, and the related audited consolidated statements of income or operationsincome, shareholdersstockholders’ equity and cash flows for the Fiscal Year fiscal years ended on that date December 31, 2011, reported on by and (ii) the unaudited interim consolidated balance sheet accompanied by an unqualified report as to going concern or scope of the Acquired Business and its Subsidiaries dated June 30audit from Ernst & Young, 2013 and the related unaudited consolidated statements of incomeLLP, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) present fairly present in all material respects the consolidated financial position condition of the Company Borrower and its consolidated subsidiaries Restricted Subsidiaries as at such date, and the respective dates thereof and their consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended (subject, in the case of unaudited ended. All such financial statements, to normal year-end audit adjustments including the related schedules and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective DateClosing Date after giving effect to the Transactions and excluding obligations under the Loan Documents, have no other any material Guarantee Obligations, contingent liabilities liabilities, or liabilities for long-any long term leases or unusual forward or long-long term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments that other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesthis paragraph. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated Borrower as at December 31, 20122024, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30Borrower as of March 31, 2013 2025 and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months quarter then ended, in each casepresent fairly the consolidated financial condition of the Borrower as of such date, as attached hereto as Schedule 5.11(a): (i) were and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except, as then in effect) (other than with respect to the case absence of unaudited statements, as permitted by the rules footnotes and regulations of the SECsubject to normal year-end adjustments) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein agreed by the Administrative Agent and the Required Lenders or in as approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position . As of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Restatement Effective Date, have no other except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and/or its Subsidiaries prior to the date hereof, neither the Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the financial statements referred to above in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesthis paragraph. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries dated as at December 31, 20122010 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Restatement Effective Date and the related audited consolidated statements use of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date proceeds thereof and (ii) the unaudited interim payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheet sheets of the Acquired Business Borrower as at December 31, 2010, December 31, 2009 and its Subsidiaries dated June 30December 31, 2013 2008, and the related unaudited consolidated statements of income, shareholders’ equity income and of cash flows for the six fiscal months years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the businessthis paragraph, operations, properties, assets, condition (financial or otherwise) or prospects as of the Loan Parties date of such financial statements. During the period from December 31, 2010 to and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on date hereof there has been no Disposition by any Group Member of any material part of the Effective Date and attached hereto business or property of the Group Members taken as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsa whole.

Financial Condition. (a) Each of (i) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated December 31, 2012, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the The unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries dated as at June 30, 2013 delivered 2009 (including the notes thereto) (the “Holdings Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on June 30, 2009) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Effective Closing Date and attached hereto as Schedule 5.11(bthe use of proceeds thereof, (iii) was the payment of fees and expenses in connection with the foregoing and (iv) material acquisitions consummated during the last two fiscal years of Holdings. The Holdings Pro Forma Balance Sheet has been prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets best information available to Holdings as of the Acquired Business date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries dated as at June 30, 20132009, and was assuming that the events specified in the preceding sentence had actually occurred on such date, prepared in accordance with GAAPRegulation S-X under the Securities Act of 1933, as amended (the “Securities Act”). The unaudited pro forma consolidated statement of operations of Holdings and its Subsidiaries for the three-month period ended June 30, 2009 (including the notes thereto) (the “Holdings Pro Forma Income Statement”; collectively with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31the Holdings Pro Forma Balance Sheet, 2012the “Holdings Pro Forma Financial Statements”), there copies of which have heretofore been furnished to each Lender, has been no Material Adverse Effect. prepared giving effect (das if such events had occurred on the first day of such three-month period) The Loan Parties and their Subsidiaries to (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Holdings Pro Forma Income Statement has been prepared based on the best information available to Holdings as of the Effective Datedate of delivery thereof, have no other contingent liabilities or liabilities and presents fairly in all material respects on a pro forma basis the estimated consolidated financial condition of Holdings and its consolidated Subsidiaries as at June 30, 2009 and the consolidated results of their operations for longthe three-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments month period then ended assuming that are reflected or reserved against the events specified in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered preceding sentence had actually occurred on the Effective Date and attached hereto as Schedule 5.11(e)first day of such three-month period, represent prepared in accordance with Regulation S-X under the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsSecurities Act.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries dated as at December 31, 20122005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance of the Senior Unsecured Notes and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2005, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2005, December 31, 2004 and December 31, 2003, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on that date such dates (the “Consolidated Financial Statements”), reported on by and (ii) accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Borrower as at such date, and the consolidated results of its operations and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six respective fiscal months years then ended. All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or this paragraph. During the notes thereto period from December 31, 2005 to and which in including the date hereof there has been no Disposition by any such case are Group Member of any material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects part of the Loan Parties and their respective Subsidiariesbusiness or property of the Group Members taken as a whole. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited consolidated The pro forma combined balance sheet of the Acquired Business and its Subsidiaries dated Mid-Holdings as of December 31, 20122014, and prepared after giving effect to the related audited consolidated statements Transactions as if the Transactions had occurred as of income or operations, shareholders’ equity and cash flows for such date (including the Fiscal Year ended on that date notes thereto) (the “Pro Forma Balance Sheet”) and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated pro forma combined statements of income, shareholders’ equity income and cash flows of Mid-Holdings for the six fiscal months then endedtwelve-month period ended December 31, in each case2014, prepared after giving effect to the Transactions as attached hereto as Schedule 5.11(a): if the Transactions had occurred at the beginning of such twelve-month period (i) were together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared in accordance with GAAP (exceptgood faith based on information available to Mid-Holdings as of the date of delivery thereof and assumptions believed by Mid-Holdings to be reasonable when made and at the time so furnished, and present fairly in all material respects on a pro forma basis, in the case of unaudited statements(i) above, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated estimated financial position of Mid-Holdings (after giving effect to the Company and its consolidated subsidiaries Transactions as described in clause (i) above) as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subjectDecember 31, 2014, and, in the case of unaudited statements(ii) above, the estimated results of operations for the period covered thereby (after giving effect to normal year-end audit adjustments and to any other adjustments described therein, including in any notes theretothe Transactions as if the Transactions had occurred at the beginning of such period). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating audited combined balance sheets of the Acquired Business as at December 31, 2012 and its Subsidiaries dated June 30December 31, 2013, and was the related combined statements of income, stockholders’ equity and of cash flows for the fiscal years ended on such dates, accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the combined financial condition of the Business as at such date, and the combined results of its operations, changes in stockholders’ equity and combined cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP, with only such adjustments thereto GAAP (unless otherwise noted therein) applied consistently throughout the periods involved (except as would be required in a manner consistent with GAAPdisclosed therein). (c) Since The unaudited combined balance sheet and related statements of income, stockholders’ equity and cash flows of the Business as of and for the four fiscal quarter period ended December 31, 20122014, there has copies of which have heretofore been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered furnished to the Administrative Agent, including present fairly in all material respects the combined financial performance projections delivered on condition of the Effective Date and attached hereto Business as Schedule 5.11(e)at such date, represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as combined results of its operations, changes in stockholders’ equity and combined cash flows for the four fiscal quarter period then ended. All such financial statements have been prepared in accordance with GAAP (subject to future events are not to be viewed as facts normal year end audit adjustments and that the actual results during the period or periods covered by such projections may differ from the projected resultsabsence of footnotes) unless otherwise noted therein.

Financial Condition. (ai) Each The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2003 (including the notes thereto) (the "Holdings Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on December 31, 2003) to (i) the audited consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, (iii) the payment of fees and expenses in connection with the foregoing and (iv) material acquisitions consummated during the last two fiscal years of Holdings. The Holdings Pro Forma Balance Sheet has been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at December 31, 2003, assuming that the events specified in the preceding sentence had actually occurred on such date, prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended (the "Securities Act"). The unaudited pro forma consolidated statement of operations of Holdings and its Subsidiaries for the nine-month period ended December 31, 2003 (including the notes thereto) (the "Holdings Pro Forma Income Statement"; collectively with the Holdings Pro Forma Balance Sheet, the "Holdings Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on the first day of such nine-month period) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Holdings Pro Forma Income Statement has been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated consolidated financial condition of Holdings and its consolidated Subsidiaries as at December 31, 2003 and the consolidated results of their operations for the nine-month period then ended assuming that the events specified in the preceding sentence had actually occurred on the first day of such nine-month period, prepared in accordance with Regulation S-X under the Securities Act. (ii) The unaudited pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries as at December 31, 2003 (including the notes thereto) (the "Borrower Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on December 31, 2003) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, (iii) the payment of fees and expenses in connection with the foregoing and (iv) material acquisitions consummated during the last two fiscal years of the Borrower. The Borrower Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2003, assuming that the events specified in the preceding sentence had actually occurred on such date, prepared in accordance with Regulation S-X under the Securities Act. The unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries dated for the nine-month period ended December 31, 20122003 (including the notes thereto) (the "Borrower Pro Forma Income Statement"; collectively with the Borrower Pro Forma Balance Sheet, the "Borrower Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on the first day of such nine-month period) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Borrower Pro Forma Income Statement has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at December 31, 2003 and the consolidated results of their operations for the nine-month period then ended assuming that the events specified in the preceding sentence had actually occurred on the first day of such nine-month period, prepared in accordance with Regulation S-X under the Securities Act. (i) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as at March 31, 2001, March 31, 2002 and March 31, 2003, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended March 31, 2001, March 31, 2002 and March 31, 2003, reported on that date by and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted accompanied by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) an unqualified report from Deloitte & Touche LLP present fairly present in all material respects the consolidated financial position condition of the Company Holdings and its consolidated subsidiaries Subsidiaries as at such date, and the respective dates thereof and their consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) ended. The pro forma unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries dated June 30as at December 31, 2013 delivered on 2003, and the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the related unaudited consolidated statements of income and consolidating balance sheets cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Acquired Business Holdings and its consolidated Subsidiaries dated June 30, 2013as at such date, and was the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the aforementioned firms of accountants and disclosed therein). Holdings and its Subsidiaries do not have any material Guarantee Obligations, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other material contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements (including the notes thereto) referred to in this paragraph (b)(i). During the period from March 31, 2003 to and including the date hereof, there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or Property. (ii) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2001, March 31, 2002 and March 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended March 31, 2001, March 31, 2002 and March 31, 2003 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2003, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except for as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantee Obligations, material contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments that commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected or reserved against in the most recent financial statements (including the notes thereto) referred to in Section 5.11(a) or this paragraph (b)(ii). During the notes thereto period from March 31, 2003 to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e)date hereof, represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed there has been no Disposition by the Parent Borrower to be fair and reasonable in light or any of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period its Subsidiaries of any material part of its business or periods covered by such projections may differ from the projected resultsProperty.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet sheets of the Acquired Business and its Subsidiaries dated Parent Borrower as at December 31, 20122022, and the related audited consolidated statements of income or operationsincome, shareholdersstockholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by and (ii) accompanied by an unqualified report from ▇▇▇▇▇ & ▇▇▇▇▇ LLP, present fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited interim consolidated balance sheet of the Acquired Business Parent Borrower and its Subsidiaries dated June 30, 2013 as at the last day of any subsequent fiscal quarter ended at least 45 days prior to the Closing Date and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months then endedthree-month periods ended on such dates, present fairly, in each caseall material respects, the consolidated financial condition of the Parent Borrower and its Subsidiaries as attached hereto as Schedule 5.11(a): at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month periods then ended (i) were subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes thereto); and (ii) fairly present in all material respects the consolidated financial position aforementioned firm of the Company accountants and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described disclosed therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets As of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Closing Date, have no other Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are required to be reflected or reserved against in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in Section 5.11(a) or paragraph (b). During the notes thereto period from December 31, 2022 to and which in including the Closing Date there has been no Disposition by any such case are Group Member of any material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects part of the Loan Parties and their respective Subsidiariesbusiness or property of the Group Members, taken as a whole (other than in the ordinary course of business). (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries dated December 31as at April 30, 20122005 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the ABL Facility to be consummated on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared in good faith upon reasonable assumptions at the time made and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at April 30, 2005, assuming that the events specified in the preceding sentence had actually occurred at such date. The pro forma statement of operations for the twelve-month period ending on April 2, 2005 (the "Pro Forma Statement of Operations"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on April 3, 2004) to (i) the consummation of the Transactions, (ii) the Loans to be made and the ABL Facility to be consummated on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Statement of Operations has been prepared in good faith upon reasonable assumptions at the time made and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at April 2, 2005, assuming that the events specified in the preceding sentence had actually occurred on April 3, 2004. (b) The audited consolidated balance sheets of the Borrower as at January 3, 2004 and January 1, 2005, and the related audited consolidated combined statements of income or operations, shareholders’ stockholders' equity and comprehensive income and cash flows for the Fiscal Year three fiscal years ended on that date December 28, 2002, January 3, 2004 and (ii) January 1, 2005, reported on by and accompanied by an unqualified report from BDO Seidman, LLP, present fairly the consolidated financial condition of ▇▇▇ ▇▇▇rower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30Borrower as at April 2, 2013 2005, and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all . No Loan Party has any material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subjectGuarantee Obligations, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) this paragraph. During the period from January 1, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or the notes thereto and which in any such case are material in relation property other than Dispositions pursuant to the business, operations, properties, assets, condition Plan of Reorganization (financial or otherwise) or prospects including the Disposition of the Loan Parties and their respective Subsidiaries"Eddie Bauer Home" business). (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) Credit Parties have delivered to the Purchasers the audited consolidated balance sheet annual financial statements of the Acquired Business Company dated as of June 30, 2018 and its Subsidiaries dated December 31June 29, 20122019, respectively, including the statement of financial position and the related statements of operations and comprehensive loss as of and for the periods then ended (the “Last Audited Financial Statements”), and the related audited consolidated unaudited quarterly financial statements of income or operationsthe Company dated as of December 29, shareholders’ equity and cash flows for 2019, including the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet statement of the Acquired Business and its Subsidiaries dated June 30, 2013 financial position and the related unaudited consolidated statements of income, shareholders’ equity operations and cash flows comprehensive loss as of and for the six fiscal months periods then endedended (the “Last Unaudited Financial Statements” and, in each casewith the Last Audited Financial Statements, as attached hereto as Schedule 5.11(a):collectively, the “Company Historical Financial Statements”). (ib) were The Company Historical Financial Statements have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) IFRS consistently applied on a consistent basis during the periods involved (except as may be indicated therein for normal recurring year-end adjustments (the effect of which will not, individually or in the notes theretoaggregate, be material); and (ii) ). The Company Historical Financial Statements fairly present in all material respects the consolidated assets, liabilities and financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated changes in financial position and cash flows as of the respective dates and for the respective periods then ended (subjectspecified, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared all in accordance with GAAP, with only such adjustments thereto as would be required in a manner IFRS consistently applied during the periods involved. The Company Historical Financial Statements are consistent with GAAPthe books and records of the Company, which books and records are accurate and complete in all material respects. The Company has made and kept true, correct and complete books and records and accounts, which accurately and fairly reflect, in reasonable detail, the activities of the Company in all material respects and which have been maintained in accordance with sound business practices and applicable law. There has been no material change in the accounting methods or practices of the Company since the earliest date covered by the Company Historical Financial Statements, except as disclosed therein or in subsequent financial statements forming part of the Company Public Disclosure Record. (c) Since December 31June 30, 20122018, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries Neither any Credit Party nor any Subsidiary has any Indebtedness (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no 8.2) or any Contingent Obligations (other than Contingent Obligations permitted pursuant to Section 7.09 8.8) other than as set forth in the Last Unaudited Financial Statements. Pro forma consolidated statement of financial position of the Company and (ii) its Subsidiaries as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation Closing Date after giving effect to the business, operations, properties, assets, condition (financial or otherwise) or prospects issuance of the Loan Parties Notes (the “Pro Forma Balance Sheet”) but not any application of the proceeds have been delivered to the Purchasers. The Pro Forma Balance Sheet presents fairly in all material respects, the estimated financial position of the Company and their respective Subsidiariesthe Subsidiaries in accordance with IFRS as of the Closing Date. (e) All financial performance projections delivered The Company’s auditors, who audited the Last Audited Financial Statements (as applicable) and who provided their audit report thereon, are independent public accountants as required under applicable securities Laws and there has never been a reportable event (within the meaning of NI 51-102) between the Company and the Company’s auditors. (f) Except as set forth in Schedule 5.12 or the Company Public Disclosure Record, none of the directors, officers or employees of the Company or any of its Subsidiaries or any person who owns, directly or indirectly, more than ten percent (10%) of any class of securities of the Company or Holdings or securities of any person exchangeable for more than ten percent (10%) of any class of securities of the Company or Holdings, or to the Administrative Agentknowledge of the Company, including any associate or affiliate of any of the financial performance projections delivered on foregoing had or has any material interest, direct or indirect, in any transaction or any proposed transaction with the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate Company or Holdings or any of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light either of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultstheir Subsidiaries.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, 2024 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and (ii) correct, in all material respects, and present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Guarantor and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity and cash flows operations for the six fiscal months year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule V attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2024 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aproperty, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2024. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, 2022 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and (ii) correct, in all material respects, and present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Guarantor and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity and cash flows operations for the six fiscal months year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule V attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2022 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aproperty, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2022. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated Borrower as at December 31, 20122013, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated Borrower as at June 30, 2013 2014 and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months quarter then ended, in each casepresent fairly the consolidated financial condition of the Borrower as of such date, as attached hereto as Schedule 5.11(a): (i) were and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except, as then in effect) (other than with respect to the case absence of unaudited statements, as permitted by the rules footnotes and regulations of the SECsubject to normal year-end adjustments) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein). As of the Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position SEC public filings of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings Borrower and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect prior to the Related Transactionsdate hereof, was based on neither the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30Borrower nor any Significant Subsidiary has any material Guarantee Obligations, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the financial statements referred to above in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesthis paragraph. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet Consolidated financial statements of the Acquired Business Borrower and its Consolidated Subsidiaries dated December 31for the fiscal years ended 2004, 2012, 2005 and 2006 together with the related audited consolidated Consolidated statements of income or operations, shareholderschanges in stockholders’ equity and of cash flows for the Fiscal Year fiscal years ended on that date and such dates, (ii) the unaudited interim consolidated Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on the last day of the month that ended thirty-one (31) days prior to the Closing Date, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Acquired Business Borrower and its Subsidiaries dated June 30, 2013 and as of the related unaudited consolidated statements last day of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a):month that ended at least thirty-one (31) days prior to the Closing Date: (iA) were prepared in accordance with GAAP (except, in but without footnotes for the case of unaudited statements, as permitted by consistently applied throughout the rules and regulations of the SEC) applied on a consistent basis during the periods involved (period covered thereby, except as may be indicated therein or in the notes thereto); andotherwise expressly noted therein; (iiB) fairly present in all material respects the consolidated financial position condition of the Company Borrower and its consolidated subsidiaries Subsidiaries, as at applicable, as of the respective dates date thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments adjustments) and to any results of operations for the period covered thereby; and (C) show all material Indebtedness and other adjustments described thereinliabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including in any notes thereto)liabilities for taxes, material commitments and contingent obligations. (b) The pro forma unaudited consolidated balance sheet five-year projections of Holdings the Borrower and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including Lenders on or prior to the financial performance projections delivered on the Effective Closing Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best have been prepared in good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and upon reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsassumptions.

Financial Condition. (a) Each of The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) [reserved], (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the Group Members assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated Borrower as of December 31, 20122020, and the related statement of income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from ▇▇▇▇▇ & ▇▇▇▇▇, LLP, present fairly in all material respects the financial condition of the Borrower as at such date, and the results of its operations and its cash flows for the fiscal year then ended. The audited balance sheet of the Borrower as at December 31, 2021, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date and (ii) such date, present fairly in all material respects the unaudited interim consolidated balance sheet financial condition of the Acquired Business Borrower as at such date, and the results of its operations and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months year then ended. All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject. The Borrower does not have, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Closing Date, have no other any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or this paragraph. During the notes thereto period from December 31, 2021 to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e)date hereof, represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed there has been no Disposition by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period any material part of its business or periods covered by such projections may differ from the projected resultsproperty.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet of the Acquired Business Borrower and its Subsidiaries dated as of December 31, 20121994 and the audited statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for and as of the end of the period ending on that date, including any related notes (the "Audited Financial Statements"), and the related audited unaudited consolidated financial statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business Borrower and its Subsidiaries (the "Unaudited Financial Statements") dated June 30as of July 1, 2013 and 1995 (the related unaudited consolidated statements "Balance Sheet Date"), all of incomewhich (collectively, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i"Financial Statements") were prepared heretofore furnished to the Lender, are true, correct and complete in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules all material respects and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position condition of the Company Borrower and its consolidated subsidiaries Subsidiaries as at of the respective dates thereof date of each such statement and their consolidated results of operations and consolidated cash flows for the respective periods then ended have been prepared in accordance with generally accepted accounting principles (subject, in the case of unaudited statementsthe Unaudited Financial Statements, to the addition of notes and to normal year-end audit adjustments that individually and in the aggregate are not expected to any other adjustments described thereinbe material) consistently applied throughout the periods involved. Other than as reflected in such Financial Statements and except for liabilities incurred in the ordinary course of business since the date thereof, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect Borrower has no Indebtedness that is or would be material to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets financial condition of the Acquired Business and its Subsidiaries dated June 30Borrower, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) nor any material unrealized or unanticipated losses from any commitments. Since December 31, 2012, the Balance Sheet Date there has been no Material Adverse Effect. material adverse change in the consolidated financial condition (das set forth in the Unaudited Financial Statements) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as or results of operations of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto Borrower and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesits Subsidiaries taken as a whole. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, 2023 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and (ii) correct, in all material respects, and present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Guarantor and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity and cash flows operations for the six fiscal months year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule V attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2023 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aproperty, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2023. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the Group Members assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated Borrower as of December 31, 20122019, and the related audited consolidated statements statement of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by and (ii) accompanied by an unqualified report from Ernst & Young, LLP, present fairly in all material respects the financial condition of the Borrower as at such date, and the results of its operations and its cash flows for the fiscal year then ended. The unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated Borrower as at June 30, 2013 2020, and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months six-month period ended on such date, present fairly in all material respects the financial condition of the Borrower as at such date, and the results of its operations and its cash flows for the six-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject. The Borrower does not have, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Closing Date, have no other any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or this paragraph. During the notes thereto period from December 31, 2019 to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e)date hereof, represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed there has been no Disposition by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period any material part of its business or periods covered by such projections may differ from the projected resultsproperty.

Financial Condition. (a) Each The audited financial statements of the Company and its consolidated Subsidiaries delivered pursuant to Section 7.1(b) (i) present fairly, in all material respects, the audited consolidated financial condition of the Company and its consolidated Subsidiaries as of the date of such financial statement and (ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except as otherwise expressly noted therein. (b) The unaudited consolidated balance sheet of the Acquired Business Company and its consolidated Subsidiaries dated December 31as at September 30, 2012, 2017 delivered pursuant to Section 7.1(b) and the related audited consolidated statements of income or operations, shareholders’ shareholder’s equity and cash flows for the Fiscal Year fiscal quarter ended on that date (i) present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as of the date of such financial statement and (ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except to the extent provided in the notes to such financial statements, subject to year-end audit adjustments. (c) The unaudited interim pro forma consolidated balance sheet of the Acquired Business Company and its consolidated Subsidiaries dated June as at September 30, 2013 2017 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the related unaudited consolidated statements “Pro Forma Balance Sheet Date”), copies of incomewhich have heretofore been furnished to the Administrative Agent, shareholders’ equity and cash flows for has been prepared giving effect (as if such events had occurred on such date) to the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted good faith based upon assumptions believed by the rules and regulations Company to be reasonable as of the SEC) applied on a consistent basis during date of delivery thereof to the periods involved (except Administrative Agent and as may be indicated therein or of the date hereof, and, subject to the qualifications and limitations contained in the notes attached thereto); and (ii) , presents fairly present in all material respects on a pro forma basis, the consolidated estimated financial position of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for Pro Forma Balance Sheet Date, assuming that the respective periods then ended (subject, events specified in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto)preceding sentence had actually occurred at such date. (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Parent Borrower and its combined Subsidiaries dated December 31as at September 24, 20122006 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the Administrative Agent has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Contribution and the related audited consolidated statements Plan of income or operationsArrangement, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of Loans to be made on the Acquired Business and its Subsidiaries dated June 30, 2013 Closing Date and the related unaudited consolidated statements use of income, shareholders’ equity proceeds thereof and cash flows for (iii) the six fiscal months then ended, payment of fees and expenses in each case, as attached hereto as Schedule 5.11(a): (i) were connection with the foregoing. The Pro Forma Balance Sheet has been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted based on assumptions believed by the rules Parent Borrower to have been reasonable at the time made, and regulations of the SEC) applied presents on a consistent pro forma basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated estimated financial position of the Company Parent Borrower and its consolidated subsidiaries Subsidiaries as at September 24, 2006, assuming that the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, events specified in the case preceding sentence had actually occurred at such date (it being understood that the Pro Forma Balance Sheet is subject to the qualifications set forth in the Information Statement incorporated by reference into Amendment No. 3 to the Parent Borrower’s Form 10, as filed with the Securities and Exchange Commission on February 1, 2007, set forth on page 90 under the heading “Unaudited Pro Forma Condensed Combined Financial Information of unaudited statementsthe Company” and on pages 94 and 95, to normal year-end audit adjustments the extent such qualifications relate to the Pro Forma Balance Sheet, under the subheadings “Notes to Unaudited Pro Forma Condensed Consolidated Financial Information of the Company” and “Note 1: Basis of Presentation” and the assumptions used in preparing the Pro Forma Balance Sheet are subject to any other adjustments described thereinsignificant uncertainties and contingencies, including in any notes theretomany of which are beyond the Parent Borrower’s control). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating audited combined balance sheets of the Acquired Weyerhaeuser Fine Paper Business as at December 26, 2004 and December 25, 2005, and the related combined statements of operations and of cash flows for each of the fiscal years in the three-year period ended December 25, 2005, reported on by and accompanied by an unqualified report from KPMG LLP, independent public accountants, present fairly, in all material respects, the financial position and results of operations and cash flows of the Weyerhaeuser Fine Paper Business as of such dates and for such periods. The unaudited combined balance sheet of the Weyerhaeuser Fine Paper Business as at September 24, 2006, and the related unaudited combined statements of operations and cash flows for the 39-week period ended on such date, present fairly, in all material respects, the financial condition of the Weyerhaeuser Fine Paper Business as at such date, and the results of its operations and its Subsidiaries dated June 30cash flows for the 39-week period then ended (subject to normal year-end audit adjustments). All such financial statements, 2013including the notes thereto, and was have been prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as GAAP applied consistently throughout the periods involved. As of the Effective Closing Date, have no other neither the Parent Borrower nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxes, or any material long-term leases or unusual forward or long-term commitments commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required under GAAP to be reflected and are not so reflected in the most recent (as of the date hereof) financial statements (including the notes thereto) referred to in this paragraph. During the period from September 24, 2006 to and including the date hereof there has been no Disposition by the Weyerhaeuser Fine Paper Business or any of its Subsidiaries of any material part of the business or property of the Weyerhaeuser Fine Paper Business, taken as a whole. (c) The audited consolidated balance sheets of the Canadian Borrower as at December 31, 2003, December 31, 2004 and December 31, 2005, and the related consolidated statements of earnings and of cash flows for each of the fiscal years in the three-year period ended December 31, 2005, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, independent public accountants, present fairly, in all material respects, the financial position and results of operations and cash flows of the Canadian Borrower and its consolidated Subsidiaries, as of such dates and for such periods. The unaudited consolidated balance sheet of the Canadian Borrower as at September 30, 2006, and the related unaudited consolidated statements of earnings and cash flows for the 9-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Canadian Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the 9-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with accounting principles generally accepted in Canada applied consistently throughout the periods involved (except for as approved by the aforementioned firm of accountants and disclosed therein) and include a reconciliation to GAAP. As of the Closing Date, neither the Canadian Borrower nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxes, or any material long-term leases or unusual forward or long-term commitments commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required under GAAP to be reflected or reserved against and are not so reflected in the most recent (as of the date hereof) financial statements referred to in Section 5.11(a) or (including the notes thereto thereto). During the period from September 30, 2006 to and which in including the date hereof there has been no Disposition by the Canadian Borrower or any such case are of its Subsidiaries of any material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects part of the Loan Parties business or property of the Canadian Borrower and their respective its Subsidiaries. (e) All financial performance projections delivered to , taken as a whole, except for the Administrative Agent, including sale of the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Canadian Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable stock in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsNorampac.

Financial Condition. (a) Each The unaudited pro forma combined balance sheet of Holdings and its consolidated Subsidiaries as at November 30, 1997 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Exchange Offer and the Merger, (ii) the Loans to be made on or prior to the Merger Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the Exchange Offer and Merger. The Pro Forma Balance Sheet has been prepared based on the best information available to the Company as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated combined financial position of Holdings and its consolidated Subsidiaries as at the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) To the best of the Company's knowledge, the audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated Safety-Kleen as of December 31, 2012, 1996 and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by and (ii) accompanied by an unqualified report from Arth▇▇ ▇▇▇e▇▇▇▇, ▇▇esent fairly the unaudited interim consolidated balance sheet financial condition of Safety-Kleen as at such date, and the Acquired Business consolidated results of its operations and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months year then ended. To the best of the Company's knowledge, in each caseall such financial statements, as attached hereto as Schedule 5.11(a): (i) were including the related schedules and notes thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein approved by the relevant firm of accountants and disclosed therein). To the best of the Company's knowledge, the balance sheet referred to above reflects any material Guarantee Obligations, contingent liabilities and liabilities for taxes, and any long-term leases and unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in each case as of the notes thereto); anddate of such balance sheets. During the period from December 31, 1996 to and including the date hereof there has been no Disposition by Safety-Kleen or any of its Subsidiaries of any material part of its business or property. (iic) The audited consolidated balance sheet of Holdings as at August 31, 1997, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from Coopers & Lybr▇▇▇, ▇▇esent fairly present in all material respects the consolidated financial position condition of the Company and its consolidated subsidiaries Holdings as at such date, and the respective dates thereof and their consolidated results of its operations and its consolidated cash flows for the respective periods fiscal year then ended (subject, in the case of unaudited ended. All such financial statements, to normal year-end audit adjustments including the related schedules and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the relevant firm of accountants and disclosed therein). The balance sheet referred to above reflects any material Guarantee Obligations, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or and liabilities for taxes, and any long-term leases or and unusual forward or long-term commitments except for contingent liabilities commitments, including, without limitation, any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments that are reflected or reserved against other obligation in the financial statements referred to respect of derivatives, in Section 5.11(a) or the notes thereto and which in any such each case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects as of the Loan Parties date of such balance sheets. During the period from August 31, 1997 to and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on date hereof there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property other than the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed sale by the Parent Borrower to be fair and reasonable in light Company of current market conditionsECDC Environmental, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.L.C.

Financial Condition. (a) Each of The Parent has heretofore furnished to the Administrative Agent and the Lenders the following: (i) the audited consolidated balance sheet sheets and related consolidated statements of income, cash flows and shareholders’ equity of (a) the Acquired Business Parent and its Subsidiaries dated subsidiaries and (b) the Borrower and the Subsidiaries, each as of and for the fiscal year ended December 31, 20122008, and the related audited consolidated statements of income or operationsreported on by KPMG LLP, shareholders’ equity and cash flows for the Fiscal Year ended on that date a registered independent public accounting firm, and (ii) the unaudited interim consolidated balance sheet of the Acquired Business sheets and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows of (a) the Parent and its subsidiaries and (b) the Borrower and the Subsidiaries, each as of and for the six fiscal months quarter ended September 30, 2009 and the portion of the fiscal year then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted certified by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)its chief financial officer; and (ii) fairly with respect to the Borrower and the Subsidiaries, forecasts of financial performance through and including the Maturity Date (the “Forecasts”). The financial statements referred to above (other than the Forecasts) present fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows of such Persons as of such dates and for the respective indicated periods then ended (subjectin accordance with GAAP, subject in the case of unaudited statements, the quarter-end statements to normal year-end audit adjustments and to any other adjustments described therein, including the absence of footnotes. The Forecasts have been prepared in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings good faith by the Parent and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on assumptions believed to be reasonable at the unaudited consolidated time they were made, it being understood that forecasts by their nature are uncertain and consolidating balance sheets of no assurance is being given that the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared results reflected in accordance with GAAP, with only such adjustments thereto as would forecasted financial information will be required in a manner consistent with GAAP. (c) achieved. Since December 31, 20122008, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against material adverse change in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, operations or financial condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections Subsidiaries taken as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsa whole.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, 2023 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Agent, are complete and (ii) correct, in all material respects, and present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Guarantor and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity and cash flows operations for the six fiscal months year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule V attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2023 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aproperty, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2023. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries dated December 31as at September 30, 20121996 (including the notes thereto) (the "Pro Forma Balance Sheet"), and copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the related audited consolidated statements consummation of income or operationsthe Acquisitions, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet presents fairly on a pro forma basis the financial position of the Acquired Business Borrower and its consolidated Subsidiaries dated June as at September 30, 2013 1996 and is based upon good faith estimates and assumptions believed by management of the related unaudited consolidated statements of incomeBorrower to be reasonable at the time made, shareholders’ equity and cash flows for assuming that the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, events specified in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); andpreceding sentence had actually occurred at such date. (ii) The unaudited pro forma consolidated balance sheet and statement of EBITDA of the Borrower and its consolidated Subsidiaries as at, or for the fiscal year ended, December 31, 1996 (including the notes thereto) (the "Bumble Bee Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to (i) the consummation of the Bumble Bee Acquisition (including the results of the bankruptcy proceeding to which Bumble Bee shall have been subject), (ii) the Loans to be made on the July 1997 Amendment/Restatement Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Bumble Bee Pro Forma Financial Statements present fairly present in all material respects on a pro forma basis the consolidated financial position of the Company Borrower and its consolidated subsidiaries Subsidiaries as at December 31, 1996 and are based upon good faith estimates and assumptions believed by management of the respective dates thereof and their consolidated results of operations and consolidated cash flows for Borrower to be reasonable at the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto)time made. (biii) The unaudited estimated pro forma unaudited consolidated balance sheet and statement of Holdings EBITDA of the Borrower and its consolidated Subsidiaries dated June 30as at, 2013 delivered on or for the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactionsperiod of four consecutive fiscal quarters ended, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 20121997 (including the notes thereto) (the "IPO Pro Forma Financial Statements"), there copies of which have heretofore been furnished to each Lender, has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries prepared giving effect to (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and the consummation of the Initial Public Offering, (ii) as the loans under the Existing Credit Agreement to be repaid on the Amendment/Restatement Closing Date and (iii) the payment of fees and expenses in connection with the foregoing. The IPO Pro Forma Financial Statements present fairly on a pro forma basis the estimated financial position of the Effective DateBorrower and its consolidated Subsidiaries as at December 31, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance 1997 and are based on upon good faith estimates and assumptions believed by management of the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by at the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultstime made.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, 2012 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and (ii) correct, in all material respects, and present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Guarantor and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity and cash flows operations for the six fiscal months year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule V attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2012 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aproperty, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2012. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Company and its consolidated Subsidiaries dated December as at October 31, 2012, 2012 (including the notes thereto) and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for (the Fiscal Year ended “Pro Forma Financial Statements”), a copy of which has heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on that such date or on the first day of the 12-month period ending as of such date, as applicable) to (i) the Loans to be made on the Amendment Effective Date and the use of proceeds thereof and (ii) the unaudited interim consolidated balance sheet payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared in good faith, based upon estimates and assumptions used to prepare the pro forma financial information contained in the Lender Presentation (which estimates and assumptions are believed to be reasonable as of the Acquired Business Amendment Effective Date), and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied present fairly on a consistent pro forma basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated estimated financial position of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then 12-month period ended (subjectOctober 31, 2012, assuming that the events specified in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto)preceding sentence had actually occurred at such date. (b) The pro forma unaudited consolidated balance sheet Company Historical Financial Statements, copies of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect which have heretofore been furnished to the Related TransactionsAdministrative Agent, was based on present fairly the unaudited consolidated financial condition and consolidating balance sheets results of operations of the Acquired Business Company as at such dates and its Subsidiaries dated June 30for the periods then ended in all material respects. All such financial statements, 2013including the related schedules and notes thereto, and was have been prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December GAAP applied consistently throughout the respective periods involved. As of October 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties the Company and their its Subsidiaries (i) do not have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Dateany material Guarantee Obligations, have no other contingent liabilities or liabilities for long-taxes, or any long term leases or unusual forward or long-long term commitments except for contingent liabilities commitments, including, without limitation, any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent annual financial statements referred to in Section 5.11(a) this paragraph or quarterly financial statements for the notes thereto and which in any such case are material in relation to the businessfiscal quarter ended October 31, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries2012. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at March 31, 2002 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the audited consolidated balance sheet of Loans to be made on the Acquired Business and its Subsidiaries dated December 31, 2012, Effective Date and the related audited consolidated statements use of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date proceeds thereof and (ii) the unaudited interim consolidated balance sheet payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information reasonably available to Holdings as of the Acquired Business date of delivery thereof and its Subsidiaries dated June 30on good faith estimates and assumptions believed to be reasonable at the time made, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) presents fairly present in all material respects on a pro forma basis the consolidated estimated financial position of the Company Holdings and its consolidated subsidiaries Subsidiaries as at March 31, 2002, assuming that the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, events specified in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto)preceding sentence had actually occurred at such date. (b) The pro forma audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2000 and December 31, 2001, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers L.L.P., present fairly in all material respects the financial condition of Holdings and its consolidated Subsidiaries as at such date, and the results of its operations and its cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries dated June 30as at March 31, 2013 delivered on 2002, and the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the related unaudited consolidated statements of income and consolidating balance sheets cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Acquired Business Holdings and its consolidated Subsidiaries dated June 30, 2013as at such date, and was the combined results of its operations and its combined cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and for the absence of certain notes thereto). Except as set forth on Schedule 4.1(b), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, Holdings, the Borrower and their respective Subsidiaries (i) do not have no other any material Guarantee Obligations, contingent liabilities or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including, without limitation, any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments that other obligation in respect of derivatives, which are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or the notes thereto and this paragraph but which would in any such case are material accordance with GAAP be so reflected in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects a consolidated balance sheet of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on Borrower as of the Effective Date and attached hereto as Schedule 5.11(e)or (ii) are not party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the most recent financial statements referred to in this paragraph, represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed (x) which was incurred by the Parent Borrower or any of its Subsidiaries or guaranteed by the Borrower or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Borrower or any of its Subsidiaries and (y) the payments in respect of which are intended to be fair and reasonable in light made with the proceeds of current market conditions, it being acknowledged and agreed payments to such Person by the Administrative Agent and Borrower or any of its consolidated Subsidiaries or with any Indebtedness or Capital Stock issued by the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period Borrower or periods covered by any such projections may differ from the projected resultsSubsidiary.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, 2022 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Agent, are complete and (ii) correct, in all material respects, and present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Guarantor and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity and cash flows operations for the six fiscal months year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule V attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2022 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aproperty, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2022. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries as at December 31, 2004 (including the notes thereto, if any), copies of which have heretofore been furnished to the Administrative Agent for distribution to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Refinancing (including without limitation the application of the proceeds hereof pursuant to Section 4.16) and (ii) the payment of fees and expenses in connection with the foregoing (including such adjustments, the “Pro Forma Balance Sheet”). The Pro Forma Balance Sheet has been prepared in good faith as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at December 31, 2004, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries dated as at December 31, 20122004, and the related audited consolidated statements of income and of cash flows for such fiscal year, ended on such date, reported on and accompanied by an unqualified report from KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such fiscal year. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2005, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended such fiscal quarter, certified on that date and (ii) the unaudited interim consolidated balance sheet behalf of the Acquired Business and Borrower by its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) chief financial officer were prepared in accordance with GAAP (exceptconsistently applied throughout the period covered thereby, in except as otherwise expressly noted therein, and fairly present the case of unaudited statements, as permitted by the rules and regulations financial condition of the SEC) applied on a consistent basis during the periods involved (except Borrower and its Subsidiaries as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates date thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subjectperiod covered thereby, subject in each case to the case absence of unaudited statements, footnotes and to normal year-end audit adjustments and to any other adjustments described thereinadjustments. As of the Closing Date, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Datematerial Guarantee Obligations, have no other material contingent liabilities or material liabilities for taxes, or any material long-term leases or material unusual forward or material long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation this paragraph, to the businessextent same are required to be so reflected. During the period from December 31, operations2004 to and including the Closing Date there has not been any sale, propertieslease, assetslicense sale and lease back, condition (financial assignment, conveyance transfer or otherwise) or prospects other disposition by any of the Loan Parties and their respective SubsidiariesBorrower or its Subsidiaries of any material part of its business or Property. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the audited consolidated balance sheet consummation of the Acquired Business and its Subsidiaries dated December 31Transaction, 2012, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the Acquired Business date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries dated June 30as at the dates set forth in the Initial Projections, 2013 assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the related unaudited consolidated statements accuracy of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a):projections provided by InfuSystem to Holdings. (ib) were prepared in accordance with GAAP (exceptThe Initial Financial Statements, in the case of unaudited statementsincluding reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) present fairly present in all material respects the consolidated financial position condition of the Company Holdings and its consolidated subsidiaries Subsidiaries as at the respective dates thereof set forth therein, and their the consolidated results of its operations and its consolidated cash flows for the respective periods then ended (subject, in the case of unaudited ended. All such financial statements, to normal year-end audit adjustments including the related schedules and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are is not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or this clause (b). During the notes thereto period from December 31, 2006 to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Closing Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate there has been no Disposition by Holdings or any of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light its Subsidiaries of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period any material part of its business or periods covered by such projections may differ from the projected resultsproperty.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Restricted Subsidiaries dated as at April 1, 2007 (the “Pro Forma Balance Sheet”), a copy of which has heretofore been furnished to the Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Refinancing, (ii) the Revolving Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Restricted Subsidiaries as at April 1, 2007, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 20122006, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year ended on that date such date, reported on by and (ii) accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of the Borrower and the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the Fiscal Year then ended. The unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30Borrower as at April 1, 2013 2007, and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months thirteen-week period ended on such date, present fairly the consolidated financial condition of the Borrower and the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the thirteen-week period then endedended (subject to normal year-end audit adjustments). All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position . As of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Closing Date, have no other neither the Borrower nor any Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that should be and are not reflected or reserved against under GAAP in the most recent financial statements referred to in Section 5.11(a) or this paragraph. During the notes thereto period from December 31, 2006 to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed date hereof there has been no Asset Sale by the Parent Borrower to be fair and reasonable in light or any Group Member of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period any material part of its business or periods covered by such projections may differ from the projected resultsproperty.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet sheets of the Acquired Business Parent Borrower and its consolidated Subsidiaries dated as of December 31, 20122008, December 31, 2009 and December 31, 2010 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then endedyears ended on such dates, in each casereported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (exceptpresent fairly, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries condition as at such date, and the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods fiscal years then ended (subjectended, in of the case of unaudited Parent Borrower and its consolidated Subsidiaries. All such financial statements, to normal year-end audit adjustments including the related schedules and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was have been prepared in accordance with GAAPGAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of the Parent Borrower, with only and disclosed in any such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). During the period from December 31, 20122010, to and including the Closing Date, except in connection with the consummation of the Transactions or as permitted by the Predecessor ABL Credit Agreement, there has been no Material Adverse Effect. (d) The Loan Parties sale, transfer or other disposition by the Parent Borrower and their its consolidated Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of any material part of the Effective Datebusiness or property of the Parent Borrower and its consolidated Subsidiaries, have taken as a whole, and no purchase or other contingent liabilities acquisition by any of them of any business or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(aproperty (including any Capital Stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as on or prior to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsClosing Date.

Financial Condition. (a) Each The Borrowers have heretofore furnished to each of ------------------- the Lenders the following financial statements: (i) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated December 31, 2012, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited combined consolidated statements of income, shareholders’ equity retained earnings and cash flows of Mediacom California and Mediacom Arizona and their Subsidiaries for the six fiscal months then endedyear ended December 31, in each case1996, and the related combined balance sheet of Mediacom California and Mediacom Arizona and their Subsidiaries as attached hereto as Schedule 5.11(a):at the end of such fiscal year; (iii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations balance sheets of the SEC) applied CATV Systems being acquired pursuant to the Spring 1997 Acquisitions as at December 31, 1996 and the related unaudited statements of operations for the fiscal year ended on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)said date; and (iiiii) an unaudited pro forma combined balance sheet of the Borrowers and their Subsidiaries as at March 31, 1997, prepared under the assumption that the Spring 1997 Acquisitions were consummated on said date and that all of the transactions contemplated by Section 6.01 hereof had been effected on such date. All such financial statements are complete and correct and fairly present in all material respects the actual or pro forma (as the case may be) consolidated financial position condition of the Company and its consolidated subsidiaries respective entities as at the said respective dates thereof and their consolidated the actual or pro forma (as the case may be) results of their operations and consolidated cash flows for the applicable periods ended on said respective periods then ended (subjectdates, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared all in accordance with GAAP, with only such adjustments thereto as would be required in generally accepted accounting principles and practices applied on a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as basis. None of the Effective DateBorrowers nor any of its Subsidiaries has on the date hereof any material contingent liabilities, have no other contingent liabilities or liabilities for long-term leases or taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except for contingent liabilities as referred to or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against provided for in said pro forma balance sheet as at March 31, 1997. Since December 31, 1996, there has been no material adverse change in the combined financial condition, operations, business or prospects (x) of Mediacom California and Mediacom Arizona and their Subsidiaries taken as a whole from that set forth in said financial statements as at December 31, 1996 referred to in Section 5.11(aclause (i) or the notes thereto and which in any such case are material in relation to the businessabove, operations, properties, assets, condition (financial or otherwisey) or prospects of the Loan Parties and their respective Subsidiaries. CATV Systems (etaken Credit Agreement ---------------- as a whole) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered be purchased by Mediacom Delaware on or before the Effective Date from that set forth in said financial statements as at December 31, 1996, referred to in clause (ii) above, or (z) of the Borrowers and attached hereto their Subsidiaries taken as Schedule 5.11(e)a whole from that set forth in said pro forma balance sheet as at March 31, represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower 1997 referred to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsclause (iii) above.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries as at September 30, 2013, and unaudited pro forma statement of operations of the Borrower and its consolidated Subsidiaries for the twelve-month period then ended (including the notes thereto) (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions and all other transactions that would be required to be given pro forma effect by Regulation S-X (and such other adjustments as have been agreed to by the Joint Bookrunners), as if such transactions had occurred on September 30, 2013 (in the case of such unaudited pro forma balance sheet) or at the beginning of such twelve-month period (in the case of such unaudited statement of operations). The Pro Forma Financial Statements have been prepared in good faith by the Borrower, and present fairly in all material respects on a pro forma basis the estimated financial position and results of operations of the Borrower and its consolidated Subsidiaries as at September 30, 2013, and for such period then ended, assuming that such transactions had actually occurred at such date or at the beginning of such period, as the case may be. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries dated December 31as at September 30, 20122012 and September 30, 2013, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on that date such dates, reported on by and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30accompanied by an unqualified report from Deloitte & Touche, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each caseLLP, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statementsmay be, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) present fairly present in all material respects the consolidated financial position condition of the Company Borrower and its consolidated subsidiaries Subsidiaries as at such date, and the respective dates thereof and their consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended (subject, in the case of unaudited ended. All such financial statements, to normal year-end audit adjustments including the related schedules and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was have been prepared in accordance with GAAP, with only such adjustments thereto GAAP applied consistently throughout the periods involved (except as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed approved by the Parent Borrower to be fair aforementioned firm of accountants and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsdisclosed therein).

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business CB Holdings and its Subsidiaries dated consolidated subsidiaries at December 31, 20121995, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity retained earnings and cash flows of CB Holdings and its consolidated subsidiaries for the six fiscal months year then ended, in each casecopies of which have been delivered to the Lender, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (exceptconsistently applied and fairly present the consolidated financial position of CB Holdings and its consolidated subsidiaries, as at the date thereof and the results of operations and cash flows of CB Holdings and its consolidated subsidiaries for the periods then ended. Neither CB Holdings nor the Company or any of its Subsidiaries, as the case may be, had on such dates any material Contingent Liabilities, liabilities for Taxes or long-term leases, unusual forward or long- term commitments or unrealized or unanticipated losses from any unfavorable commitments which are not reflected or reserved against in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein foregoing statements or in the notes thereto); and. Other than changes disclosed to the Lender in writing prior to the Effective Date, no changes having a Material Adverse Effect have occurred since the date of such financial information. (iib) CB Holding's unaudited consolidated balance sheets as at September 30, 1996, and related statements of income and retained earnings for the periods then ended certified by the Chief Financial Officer, copies of which have been delivered to the Lender, were prepared in accordance with GAAP consistently applied (except to the extent noted therein) and fairly present in all material respects the consolidated financial position of the Company CB Holdings and its consolidated subsidiaries as at of such dates and the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subjectcovered thereby, in the case of unaudited statements, subject to normal year-end audit adjustments and to adjustments. CB Holdings, the Company or any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30did not have on such date any material Contingent Liability, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for Taxes or long-term leases or leases, unusual forward or long-term commitment or unrealized or unanticipated losses from any commitment or unrealized or unanticipated losses from any unfavorable commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that which are not reflected or reserved against in the financial foregoing statements referred to or in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesthereto. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of The Pro Forma Financial Statements have been prepared giving effect (i) the audited consolidated balance sheet as if such events had occurred as of the Acquired Business last day of the fiscal quarter of the Borrower ended June 30, 2021) to the consummation of the Transactions. The Pro Forma Financial Statements have been prepared in good faith based on information available to the Borrower as of the date thereof, and present fairly in all material respects on a Pro Forma Basis the estimated and projected consolidated financial position of Borrower and its Subsidiaries dated December 31, 2012, and the related audited consolidated statements as of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and 2021, assuming that the related unaudited consolidated statements of income, shareholders’ equity and cash flows for events specified in the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a):preceding sentence had actually occurred at such date. (ib) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations The Annual Financial Statements of the SEC) applied Borrower reported on a consistent basis during by and accompanied by an unqualified report from G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and of the periods involved (except as may be indicated therein or in the notes thereto); and (ii) Target Parties reported on by and accompanied by an unqualified report from R▇▇▇▇▇▇▇ + Rowella, LLP present fairly present in all material respects the consolidated financial position condition of the Company Borrower and its consolidated subsidiaries Subsidiaries or the Targets and their Subsidiaries as at such date (other than any qualifications as may be required as a result of (x) an actual or prospective default or event of default with respect to a financial covenant under this Agreement and the respective dates thereof definitive documentation governing any material Indebtedness (including the financial covenant set forth in Section 7.1) or (y) the impending maturity of any material Indebtedness), and their the consolidated results of its operations and consolidated cash flows for the respective fiscal year then ended. The Interim Financial Statements of the Borrower and its Subsidiaries present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the periods then ended (subject, in subject to the case absence of unaudited statements, to footnotes and normal year-end audit adjustments and to any other adjustments described thereinadjustments). All such financial statements, including in any the related schedules and notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings thereto and its Subsidiaries dated June 30, 2013 all financial statements delivered on by the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect Borrower to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was Administrative Agent pursuant to Section 6.1 have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). None of any Group Member had, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Closing Date, have no other any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases Foreign Currency swap or unusual forward exchange transaction or long-term commitments that other obligation in respect of derivatives, that, to the extent required to be shown in accordance with GAAP, are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the businessthis paragraph, operations, properties, assets, condition (financial or otherwise) or prospects other than certain liabilities of the Target Loan Parties and their respective Subsidiariesfor which indemnification is specifically provided for under the Acquisition Agreement or has been reflected as a reduction in purchase price under the Acquisition Agreement. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries dated December 31as at August 15, 20121998 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the related audited consolidated statements use of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date proceeds thereof and (ii) the unaudited interim payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at August 15, 1998, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheet sheets of the Acquired Business Borrower and its Subsidiaries dated June as at March 28, 1998, March 29, 1997 and March 30, 2013 1996 and the related unaudited consolidated statements of income, shareholders’ equity income and of cash flows for the six fiscal months years ended on such dates, reported on by and accompanied by a report from Price Waterhouse LLP, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) . The pro forma unaudited consolidated balance sheet of Holdings Borrower and its Subsidiaries dated June 30do not have any material Guarantee Obligations, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including, without limitation, any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments that other obligation in respect of derivatives, which are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or this paragraph. During the notes thereto period from March 28, 1998 to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed date hereof there has been no Disposition by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period any material part of its business or periods covered by such projections may differ from the projected resultsProperty.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business US Borrower and its consolidated Subsidiaries dated December 31as at June 30, 20122008 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the making of the Loans to be made on the Closing Date and the related audited consolidated statements use of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date proceeds thereof and (ii) the unaudited interim payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the US Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the US Borrower and its consolidated Subsidiaries as at June 30, 2008, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheet sheets of the Acquired Business US Borrower and its Subsidiaries dated June 30as at December 31, 2013 2005, December 31, 2006 and December 31, 2007, and the related unaudited consolidated statements of income, shareholders’ equity income and of cash flows for the six fiscal months years ended on such dates, reported on by and accompanied by an unqualified report from BDO ▇▇▇▇▇▇▇ LLP, present fairly the consolidated financial condition of the US Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements of the US Borrower and its Subsidiaries, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position . As of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Closing Date, have no other Loan Party has any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including, without limitation, any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or this paragraph. During the notes thereto period from December 31, 2007, to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e)Closing Date, represent the Parent Borrower’s best good faith estimate there has been no Disposition by any Loan Party or its Subsidiaries of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light any material part of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period its business or periods covered by such projections may differ from the projected resultsProperty.

Financial Condition. (a) Each The audited financial statements of the Company and its consolidated Subsidiaries delivered pursuant to Section 7.1(b) (i) present fairly, in all material respects, the audited consolidated financial condition of the Company and its consolidated Subsidiaries as of the date of such financial statement and (ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except as otherwise expressly noted therein. (b) The unaudited consolidated balance sheet of the Acquired Business Company and its consolidated Subsidiaries dated December 31as at September 30, 2012, 2018 delivered pursuant to Section 7.1(b) and the related audited consolidated statements of income or operations, shareholders’ shareholder’s equity and cash flows for the Fiscal Year fiscal quarter ended on that date (i) present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as of the date of such financial statement and (ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except to the extent provided in the notes to such financial statements, subject to year-end audit adjustments. (c) The unaudited interim pro forma consolidated balance sheet of the Acquired Business Company and its consolidated Subsidiaries dated June as at September 30, 2013 2018 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to the Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions and the related unaudited consolidated statements of income, shareholders’ equity other transactions and cash flows for the six fiscal months then ended, events described in each case, as attached hereto as Schedule 5.11(a): (i) were Section 7.1(m). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted good faith based upon assumptions believed by the rules and regulations Company to be reasonable as of the SEC) applied on a consistent basis during date of delivery thereof to the periods involved (except Administrative Agent and as may be indicated therein or of the date hereof, and, subject to the qualifications and limitations contained in the notes attached thereto); and (ii) , presents fairly present in all material respects on a pro forma basis, the consolidated estimated financial position of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for Pro Forma Balance Sheet Date, assuming that the respective periods then ended (subject, events specified in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto)preceding sentence had actually occurred at such date. (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) Borrowers have heretofore delivered to Lenders, at Lenders’ request, the audited consolidated balance sheet of the Acquired Business Holdings and its Subsidiaries dated as at December 31, 2012, 2014 and the related audited consolidated statements of income or operationsincome, shareholdersstockholders’ equity and cash flows of Holdings and its Subsidiaries for the Fiscal Year then ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business Holdings and its Subsidiaries dated June and the unaudited consolidated balance sheet of Company and its Subsidiaries as of September 30, 2013 2014 and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows of Company and its Subsidiaries for the six fiscal months periods then ended, in each case, as attached hereto as Schedule 5.11(a): (i) . All such statements were prepared in accordance conformity with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) GAAP. All such consolidated financial statements fairly present in all material respects the consolidated financial position of the Company Holdings and its consolidated subsidiaries Subsidiaries as at the respective dates date thereof and their the consolidated results of operations and consolidated cash flows of Holdings and its Subsidiaries for the respective periods then ended (subjectperiod covered thereby subject to, in the case of unaudited quarterly financial statements, to normal year-end audit adjustments and to the absence of footnotes. Neither Holdings nor any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30has any material contingent liability or material liability for taxes, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-long- term leases lease or unusual forward or long-term commitments commitment, which is not reflected in the foregoing financial statements or in the most recent consolidated financial statements delivered pursuant to Section 7.1 of this Agreement, except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments those incurred since the date of such financial statements that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesnot prohibited hereunder. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the i. The audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated Borrower as of December 31, 20121997, and the related audited consolidated statements of income or operations, shareholders’ equity statement and cash flows of Borrower, (collectively, "Financials"), copies of which have heretofore been delivered to Bank by Borrower are true and correct, and the Financials fairly present the financial condition of Borrower as of the dates thereof and the results of the operations of Borrower for the Fiscal Year ended on that date periods covered thereby, and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied generally accepted accounting principles on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) consistently maintained. Since December 31, 20121997, there has have been no Material events or occurrences which, individually or in the aggregate, have had or are reasonably likely to have a Materially Adverse Effect. Borrower has no knowledge of any liabilities, contingent or otherwise, at such date not reflected in said balance sheet which are required under such generally accepted accounting principles to be so reflected, and Borrower has not entered into any special commitments or substantial contracts since the date of such balance sheet, other than in the ordinary and normal course of its business which could not reasonably be expected to have a Materially Adverse Effect. Except for Borrower's obligations under the Loan Documents, and the Indebtedness for Borrowed Money reflected in SCHEDULE 12(b)(iv) attached hereto, or as permitted hereunder, Borrower has no Indebtedness for Borrowed Money or guaranties or contingent obligations in respect of Indebtedness for Borrowed Money. ii. The projected consolidated financial statements of Borrower and its subsidiaries for the fiscal years ending December 31, 1998, December 31, 1999, and December 31, 2000 (d) The Loan Parties "Projections"), copies of which have heretofore been delivered by Borrower to Bank, have been prepared on the basis of the assumptions accompanying them and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 reflect the best good faith estimates by Borrower of the performance of Borrower for the periods covered thereby, and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) the financial condition of Borrower as of the Effective Datedates thereof, have based on such assumptions. Without limiting the foregoing, Bank acknowledges that there are no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments assurances that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All Borrower's actual financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to will be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsconsistent with these projections.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, 2020 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and (ii) correct, in all material respects, and present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Guarantor and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity and cash flows operations for the six fiscal months year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule V attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2020 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aproperty, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2020. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet of the Acquired Business Holdings and its consolidated Subsidiaries dated December 31as at February 27, 20122005, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by and (ii) accompanied by an unqualified report from PricewaterhouseCoopers, present fairly, in all material respects, the unaudited interim consolidated balance sheet financial condition of the Acquired Business Holdings and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity its operations and its consolidated cash flows for the six fiscal months year then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were . All such financial statements have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) consistently applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company approved by such accountants and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described disclosed therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries dated June 30as at November 27, 2013 delivered on 2005, and the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the related unaudited consolidated statements of income and consolidating balance sheets cash flows for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the Acquired Business consolidated financial condition of Holdings and its consolidated Subsidiaries dated June 30, 2013as at such date, and was the consolidated results of its operations and its consolidated cash flows for the three-month period then ended, subject to normal year-end adjustments. All such financial statements, including the related schedules thereto, have been prepared in accordance with GAAP, with only such adjustments thereto GAAP applied consistently throughout the periods involved (except as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties approved by the aforementioned firm of accountants and their disclosed therein). Holdings and its Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of November 27, 2005 did not have, and since such date and prior to the Effective DateClosing Date did not incur, have no other assume or create, any material Contingent Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or reserved against in the financial statements referred to in Section 5.11(aparagraph (a) or of this subsection (other than foreign exchange transactions in the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects ordinary course of the Loan Parties and their respective Subsidiariesbusiness as permitted by subsection 8.8). (ec) All financial performance projections delivered The unaudited consolidated pro forma balance sheet of Holdings and its consolidated Subsidiaries, as of January 22, 2006, certified by a Responsible Officer of Holdings (the “Pro Forma Balance Sheet”), copies of which have been furnished to each Lender, is the Administrative Agentunaudited balance sheet of Holdings and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the Refinancing, including (ii) the incurrence of the Loans on the Closing Date and (iii) the incurrence of all other Indebtedness that Holdings and its consolidated Subsidiaries expect to incur, and the payment of all amounts Holdings and its consolidated Subsidiaries expect to pay, in connection with the Refinancing. The Pro Forma Balance Sheet was prepared based on good faith assumptions in accordance with GAAP and is based on information believed by Holdings to be reasonable and correct as of the date of delivery thereof and presents fairly, in all material respects, on a pro forma basis the financial performance projections delivered on the Effective Date position of Holdings and attached hereto its consolidated Subsidiaries as Schedule 5.11(e)of January 22, represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions2006 as adjusted, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and described above, assuming that the actual results during events specified in the period or periods covered by preceding sentence had actually occurred as of such projections may differ from the projected resultsdate.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Restricted Subsidiaries dated as at April 1, 2007 (the “Pro Forma Balance Sheet”), a copy of which has heretofore been furnished to the Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Refinancing, (ii) the Initial Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Restricted Subsidiaries as at April 1, 2007, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 20122006, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year ended on that date such date, reported on by and (ii) accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of the Borrower and the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the Fiscal Year then ended. The unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30Borrower as at April 1, 2013 2007, and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months thirteen-week period ended on such date, present fairly the consolidated financial condition of the Borrower and the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the thirteen-week period then endedended (subject to normal year-end audit adjustments). All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position . As of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Closing Date, have no other neither the Borrower nor any Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that should be and are not reflected or reserved against under GAAP in the most recent financial statements referred to in Section 5.11(a) or this paragraph. During the notes thereto period from December 31, 2006 to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed date hereof there has been no Asset Sale by the Parent Borrower to be fair and reasonable in light or any Group Member of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period any material part of its business or periods covered by such projections may differ from the projected resultsproperty.

Financial Condition. (a) Each The unaudited pro forma consolidated balance sheet and statement of operations of the Borrower and its consolidated Subsidiaries as at March 31, 2005, or for the period of four consecutive fiscal quarters ended March 31, 2005 (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such period, as the case may be) to (i) the consummation of the Transaction and (ii) the payment of fees and expenses in connection therewith. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present a good faith estimate on a pro forma basis of the financial position of Borrower and its consolidated Subsidiaries as at, or for the period of four consecutive fiscal quarters ended, March 31, 2005 assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as the case may be. (b) The audited consolidated balance sheet sheets of the Acquired Business and its Subsidiaries dated Borrower as at December 31, 20122002, December 31, 2003 and December 31, 2004, and the related audited consolidated statements of income or operations, shareholders’ stockholder’s equity and cash flows for the Fiscal Year fiscal years ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30such dates, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) present fairly present in all material respects the consolidated financial position condition of the Company and its consolidated subsidiaries Borrower as at such date, and the respective dates thereof and their consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was ended. All such financial statements above have been prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) GAAP applied consistently throughout the periods involved. The Loan Parties Borrower and their its Subsidiaries (i) do not have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other any material contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, all as determined in accordance with GAAP, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) this paragraph. During the period from December 31, 2004 to and including the date hereof there has been no Disposition by the Borrower or the notes thereto and which in any such case are of its Subsidiaries of any material in relation part of its business or assets, other than has been disclosed to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered Lenders prior to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsDate.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet financial statements of the Acquired Business Parent dated June 30, 1998, June 30, 1999 and its Subsidiaries dated December 31June 30, 20122000, and the related audited consolidated statements of income or operations, shareholders’ ' equity and cash flows for the Fiscal Year fiscal periods ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a):such dates: (i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; (except, in ii) present fairly the case financial condition of unaudited statements, Parent and its Subsidiaries as permitted by the rules and regulations of the SEC) applied on a consistent basis during dates thereof and results of operations for the periods involved (except as may be indicated therein or in the notes thereto)covered thereby; and (iiiii) fairly present except as specifically disclosed in Schedule 6.11, show all material respects the consolidated financial position indebtedness and other liabilities, direct or contingent, of Parent and its Subsidiaries as of the Company date thereof, including liabilities for taxes, material commitments and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statementsContingent Obligations, to normal year-end audit adjustments and the extent required by GAAP to any other adjustments described therein, including in any notes thereto)be shown on such financial statements. (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated Since June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 20122000, there has been no Material Adverse Effect. (c) The Company has furnished to each Agent and each Lender an estimated consolidated pro forma balance sheet of Parent and its Subsidiaries as of June 30, 2001 (giving effect to the Refinancing Transactions, assuming all such transactions had occurred on June 30, 2001), prepared by the Company and certified as true and correct in all material respects by a Responsible Officer of the Company. (d) The Loan Parties Company has furnished to each Agent and their each Lender financial projections and covering the period from the commencement of the 2002 fiscal year through the 2010 fiscal year. Such projections were prepared by the Company and its Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant in good faith on the basis of information and assumptions that the Company and its senior management believed to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) be reasonable as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that date of such projections and such assumptions are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects reasonable as of the Loan Parties and their respective Subsidiaries. Restatement Date (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders understood that projections as are subject to future events significant uncertainties and contingencies, many of which are not to be viewed as facts beyond the Company's control, and that no assurance can be given that the actual results during the period or periods covered by such projections may differ from the projected resultswill be realized).

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Company and its consolidated Subsidiaries dated December 31, 2012, and the related audited pro forma consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30Company as at March 31, 2013 and (the related unaudited consolidated statements “Pro Forma Balance Sheet”), copies of incomewhich have heretofore been furnished to each Lender, shareholders’ equity and cash flows for has been prepared giving effect (as if such events had occurred on such date) to the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations consummation of the SEC) applied Transactions. The Pro Forma Balance Sheet has been prepared based on a consistent basis during the periods involved (except best information available to the Company as may be indicated therein or in of the notes thereto); and (ii) date of delivery thereof, and presents fairly present in all material respects on a pro forma basis the consolidated estimated financial position of the Company and its consolidated subsidiaries Subsidiaries as at March 31, 2013 assuming that the respective dates thereof events specified in the preceding sentence had actually occurred at such date. (b) The financial statements delivered pursuant to Section 4.1(c) present fairly in all material respects the consolidated financial condition of the Company and their its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended (subject, in the case of unaudited ended. All such financial statements, to normal year-end audit adjustments including the related schedules and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Since January 1, 2013, there have been no transactions entered into by Company or any of its consolidated Subsidiaries, other than those in the ordinary course of business, which are material with only such adjustments thereto respect to the Company and its consolidated Subsidiaries considered as would be required in a manner consistent with GAAP. (c) Since December 31one enterprise, 2012and except for regular quarterly distributions on the common units of the Company on February 6, 2013 and May 8, 2013, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as dividend or distribution of the Effective Dateany kind declared, have no other contingent liabilities paid or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed made by the Parent Borrower to be fair and reasonable in light Company on any class of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsits Capital Stock.

Financial Condition. (a) Each The unaudited pro forma consolidated balance sheet of Parent and its consolidated Subsidiaries as at December 31, 2009 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the audited consolidated balance sheet of Loans to be made on the Acquired Business and its Subsidiaries dated December 31, 2012, Closing Date and the related audited consolidated statements use of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date proceeds thereof and (ii) the unaudited interim payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared in good faith based on assumptions believed by Parent to be reasonable and as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Parent and its consolidated Subsidiaries as at December 31, 2009, assuming that the events specified in the preceding sentence had actually occurred at such date and giving effect to the other assumptions set forth therein. (b) The audited consolidated balance sheet sheets of the Acquired Business Parent as at December 31, 2009 and its Subsidiaries dated June 30December 31, 2013 2008, and the related unaudited consolidated statements of income, shareholders’ equity income and of cash flows for the six fiscal months then endedyears ended on December 31, in each case2009, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (exceptDecember 31, in the case of unaudited statements2008 and December 31, as permitted 2007, reported on by the rules and regulations of the SEC) applied on accompanied by a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) report from KPMG LLP, present fairly present in all material respects the consolidated financial position condition of the Company and its consolidated subsidiaries Parent as at such dates, and the respective dates thereof and their consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAPended. (c) Since December 31Parent and its Subsidiaries do not have any material Guarantee, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against disclosed in the notes in the most recent financial statements of Parent referred to in Section 5.11(a) this paragraph or the notes thereto otherwise permitted by this Agreement and which in any such case are material in relation disclosed to the businessLenders in writing. During the period from December 18, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties 2009 to and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the date hereof there has been no Disposition by Parent Borrower’s best good faith estimate or any of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light its Subsidiaries of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period any material part of its Business or periods covered by such projections may differ from the projected resultsProperty.

Financial Condition. The Company has furnished to each Lender: (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business and its Subsidiaries dated Company as of December 31, 20122016, and the related audited consolidated statements statement of income or operations, shareholdersoperations and stockholders’ equity and cash flows or deficiency for the Fiscal Year fiscal year ended on that date and said date, said financial statements having been certified by a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Lenders; and (iib) the The unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30Company as of March 31, 2013 2017, and the related unaudited consolidated statements statement of income, shareholders’ equity and cash flows operations for the six fiscal months Quarter then ended. All financial statements referred to above (i) are complete and correct in all material respects (subject, in each casethe case of the unaudited financial statements referred to above, as attached hereto as Schedule 5.11(a): to year-end and audit adjustments), (iii) were prepared in accordance with GAAP (exceptconsistently applied throughout the period covered thereby, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and otherwise expressly noted therein, and (iiiii) fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a consolidated basis, as of the respective dates of the balance sheets included in all material respects such financial statements and the consolidated financial position results of operations of such entity or groups of entities for the respective periods ended on said dates. None of the Company and its consolidated subsidiaries as at the respective Restricted Subsidiaries had on any of said dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subjectany material contingent liabilities, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or Taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments or operations which are substantial in amount, except for contingent liabilities as referred to or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against provided for in said financial statements of the Company and its consolidated Subsidiaries as of said respective dates or as disclosed to the Lenders in writing prior to the Closing Date. Except as disclosed to the Lenders in writing prior to the Amendment No. 2 Effective Date, since December 31, 2019, there has been no material adverse change in the financial statements referred to condition (from that shown by the respective balance sheet as of December 31, 2019 included in Section 5.11(asaid financial statements) or the notes thereto businesses or operations of the Company and which in any such case are material in relation the Restricted Subsidiaries taken as a whole on a pro forma combined basis (after giving effect to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered Indebtedness contemplated to the Administrative Agent, including the financial performance projections delivered be incurred on the Amendment No. 2 Effective Date and attached hereto as Schedule 5.11(ethe use of proceeds thereof), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Company and its consolidated Subsidiaries dated December 31, 2012, and the related audited pro forma consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30Company as at March 31, 2013 and 2015 (the related unaudited consolidated statements “Pro Forma Balance Sheet”), copies of incomewhich have heretofore been furnished to each Lender, shareholders’ equity and cash flows for has been prepared giving effect (as if such events had occurred on such date) to the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations consummation of the SEC) applied Transactions. The Pro Forma Balance Sheet has been prepared based on a consistent basis during the periods involved (except best information available to the Company as may be indicated therein or in of the notes thereto); and (ii) date of delivery thereof, and presents fairly present in all material respects on a pro forma basis the consolidated estimated financial position of the Company and its consolidated subsidiaries Subsidiaries as at March 31, 2015 assuming that the respective dates thereof events specified in the preceding sentence had actually occurred at such date. (b) The financial statements delivered pursuant to Section 4.1(c) present fairly in all material respects the consolidated financial condition of the Company and their its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended (subject, in the case of unaudited ended. All such financial statements, to normal year-end audit adjustments including the related schedules and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Since January 1, 2015, there have been no transactions entered into by Company or any of its consolidated Subsidiaries, other than those in the ordinary course of business, which are material with only such adjustments thereto respect to the Company and its consolidated Subsidiaries considered as would be required in a manner consistent with GAAP. (c) Since December 31one enterprise, 2012and except for regular quarterly distributions on the common units of the Company paid on February 12, 2015 and May 12, 2015, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as dividend or distribution of the Effective Dateany kind declared, have no other contingent liabilities paid or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed made by the Parent Borrower to be fair and reasonable in light Company on any class of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsits Capital Stock.

Financial Condition. (a) Each The audited consolidated balance sheets and income statements of the Consolidated Parties for the fiscal years ended December 31, 1999, December 31, 2000, December 31, 2001 and December 31, 2002 (including the notes thereto) (i) have been audited by Deloitte & Touche, (ii) have been prepared in accordance with GAAP consistently applied throughout the audited periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated balance sheet financial condition, results of operations and cash flows of the Acquired Business Consolidated Parties as of such date and its Subsidiaries dated December 31, 2012for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related audited consolidated unaudited interim statements of income or operations, shareholders’ equity earnings and of cash flows for for, each fiscal month and quarterly period ended after December 31, 2002 and prior to the Fiscal Year ended on that date Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the unaudited interim basis disclosed in the footnotes to such financial statements) the consolidated balance sheet financial condition, results of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity operations and cash flows of the Consolidated Parties as of such date and for such periods. During the six fiscal months then endedperiod from December 31, 2002 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, as attached hereto as Schedule 5.11(a):which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto. (ib) were The financial statements and other information delivered pursuant to Section 5.1(g) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated therein or permitted under Section 1.3) and present fairly (on the basis disclosed in the notes thereto); and (iifootnotes to such financial statements) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated condition, results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business General Partner and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan the Consolidated Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities such date and for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesperiods. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows income for the six fiscal months year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial condition of the Guarantor and its consolidated Subsidiaries as at such date, and the results of operations for the fiscal year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule V attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2013 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aproperty, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2013. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the The Borrower’s audited consolidated balance sheet of the Acquired Business and its Subsidiaries dated financial statements as at December 31, 20122009 and unaudited financial statements dated October 31, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case2010, as attached hereto as Schedule 5.11(a): heretofore furnished to the Bank (i) were the “Historical Financial Statements”), have been prepared in accordance with GAAP on a consistent basis (except, in the case of the unaudited financial statements, as permitted for the omission of footnotes and prior period comparative data required by GAAP and for variations from GAAP which in the rules aggregate are not material) and regulations fairly present the financial condition of the SEC) applied on a consistent basis during Borrower as at such dates and the periods involved (except as may be indicated therein or results of its operations and changes in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subjectended. Other than the Clearwater Senior Notes Subsidiary Guarantee, the Borrower has no material liabilities which have not been disclosed in such financial statements or otherwise disclosed in writing to the case of unaudited statementsBank. Since December 31, 2009, no event has occurred which could reasonably be expected to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto)cause a Material Adverse Occurrence. (b) The Historical Financial Statements present fairly the financial condition of the Borrower on a pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets basis assuming consummation of the Acquired Business and its Subsidiaries dated June 30Clearwater Merger Transactions as of the last day of the period covered thereby, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries except that the Historical Financial Statements do not reflect (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 the satisfaction and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 discharge and release of liens, as of the date hereof, of the Cellu Tissue Senior Secured Notes Loan Documents and the Cellu Tissue Credit Facility Loan Document (each as defined in the Original Reimbursement Agreement), (ii) as of the Effective DateClearwater Senior Notes Subsidiary Guarantee, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against and (iii) subject to the proviso in Section 9.13(x)(ii), the restrictions existing on the date hereof in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective SubsidiariesClearwater Senior Notes Indenture. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each The Seller has delivered to the Purchaser true and correct copies of (i) the following: audited consolidated balance sheets of the Seller as of December 31, 1995 and December 31, 1994; the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries dated Seller as of December 31, 2012, and 1996 (the related "Unaudited Balance Sheet"); audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity consolidated statements of retained earnings, and consolidated statements of cash flows of the Seller for the six fiscal months then endedyears ended December 31, 1995 and December 31, 1994; and the unaudited consolidated statement of income, consolidated statement of retained earnings, and consolidated statement of cash flows of the Seller for the year ended December 31, 1996 (collectively the "Financial Statements"). Each such consolidated balance sheet presents fairly the financial condition, assets, liabilities, and stockholders' equity of the Seller and its consolidated subsidiaries as of its date; each such consolidated statement of income and consolidated statement of retained earnings presents fairly the results of operations of the Seller and its consolidated subsidiaries for the period indicated; and each such consolidated statement of cash flows presents fairly the information purported to be shown therein, in each casecase subject in the case of such unaudited consolidated balance sheet, as attached hereto as Schedule 5.11(a): (iconsolidated statement of income, consolidated statement of retained earnings, and consolidated balance sheet to changes resulting from year-end audit adjustments. The financial statements referred to in this Section 4.1(c) were have been prepared in accordance with GAAP generally accepted accounting principles (except, in "GAAP") consistently applied throughout the case of unaudited statements, periods involved except as otherwise permitted by GAAP or, with respect to financial statement footnotes, the rules and regulations of the SECSecurities and Exchange Commission (the "Commission") applied on and are in accordance with the books and records of the Seller and its consolidated subsidiaries. Since December 31, 1996 (the "Reference Date"): (i) There has at no time been a consistent basis during the periods involved (except as may be indicated therein or material adverse change in the notes theretobusiness, financial condition, or results of operations of the Seller and its consolidated subsidiaries, considered as a whole (including, without limitation, any adverse change in the rating of the Seller as a special servicer by any nationally recognized rating agency); (ii) Except as required or permitted by the terms of any outstanding series of Preferred Stock, neither the Seller nor any Subsidiary has authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of its capital stock or other outstanding equity interests or any direct or indirect redemption, purchase, or other acquisition of any stock of the Seller or any equity interest of any Subsidiary; (iii) The operations and business of the Seller and each Subsidiary have been conducted in all respects only in the ordinary course; and (iiiv) fairly present in all material respects Neither the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended Seller nor any Subsidiary has suffered an extraordinary loss (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared whether or not covered by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(ainsurance) or the notes thereto and which in waived any such case are right of material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesvalue. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, 2008 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and (ii) correct, in all material respects, and present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Guarantor and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity and cash flows operations for the six fiscal months year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule VI attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2008 to and including the date hereof, except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aproperty, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2008. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of Borrower as of the Acquired Business and its Subsidiaries dated December 31Funding Date (including the notes thereto) (the “Pro Forma Balance Sheet”), 2012a copy of which have heretofore been furnished to Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) Loans to be made on the Funding Date and the related audited consolidated statements use of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date proceeds thereof and (ii) the payment of fees, expenses and taxes in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to Borrower as of the date of delivery thereof, and presents fairly, in all material respects, on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as of the Funding Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated Borrower as at June 30, 2013 2013, and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months six-month period ended on such date, present fairly the consolidated financial condition of Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then endedended (subject to normal year end audit adjustments). All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (exceptapplied consistently throughout the periods involved, in except that the case of unaudited statementsreports for June 30, as permitted by the rules and regulations of the SEC) applied 2013 are on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subjectbasis, in the case of unaudited statements, subject to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAPadjustment. (c) Since December 31Except as provided on Schedule 3.1(c), 2012no Loan Party has any material Guarantee Obligations, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or and liabilities for long-taxes, or any long term leases or unusual forward or long-long term commitments except for contingent liabilities commitments, including, any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred delivered pursuant to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects 5.1 of the Loan Parties Existing Credit Agreement. During the period from June 30, 2013 to and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate date hereof there has been no Disposition by any Loan Party of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light any material part of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period its business or periods covered by such projections may differ from the projected resultsProperty.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, 2022 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and (ii) correct, in all material respects, and present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Guarantor and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity and cash flows operations for the six fiscal months year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule V attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2022 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aProperty, nor has it purchased or otherwise acquired any business or Property (including any Capital Stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2022. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the audited period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Acquired Business Holdings and its Subsidiaries dated December 31, 20122004, and the related audited consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal quarter ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (exceptconsistently applied throughout the period covered thereby, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial position condition of Holdings and its Subsidiaries as of the Company and its consolidated subsidiaries as at the respective dates date thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (period covered thereby, subject, in the case of unaudited statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAPadjustments. (c) Since December 31Except as set forth on Schedule 7.02(d), 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Closing Date, have no other Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any Swap Agreements or liabilities for long-term leases foreign currency swap or unusual forward exchange transactions or long-term commitments other obligations in respect of derivatives, that are not reflected or reserved against in the financial statements referred to referenced in Section 5.11(asubparagraph (b) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesabove. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Canadian Borrower and its consolidated Subsidiaries as at March 31, 2001 (including the notes thereto) (the "Pro Forma Balance Sheet"), and the unaudited pro forma income statements of the Canadian Borrower for the fiscal year ended December 30, 2000 and the four fiscal quarters ended March 31, 2001 (the "Pro Forma Income Statements"), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date, in the case of the Pro Forma Balance Sheet, or as if such events had occurred on the first day of the period covered thereby, in the case of the Pro Forma Income Statements) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statements are based upon good faith estimates and assumptions believed by management of the Borrowers to be reasonable at the time made and present fairly on a pro forma basis the estimated financial position of the Canadian Borrower and its consolidated Subsidiaries as at March 31, 2001 and the estimated income of the Canadian Borrower and its Subsidiaries dated for the period covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date, in the case of the Pro Forma Balance Sheet, or as if such events had occurred on the first day of the period covered thereby, in the case of the Pro Forma Income Statements. (b) The audited consolidated balance sheets of the Canadian Borrower as at January 1, 2000 and December 3130, 2012, 2000 and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on that date such dates, reported on by and (ii) accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of the Canadian Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30Canadian Borrower as at March 31, 2013 2001 and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months three-month period ended on such date, present fairly the consolidated financial condition of the Canadian Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position . As of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results date of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited such financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings the Canadian Borrower and its Subsidiaries dated June 30did not have any material Guarantee Obligations, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including, without limitation, any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or this paragraph (including notes and schedules thereto). During the notes thereto period from March 31, 2001 to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate date of future financial performance and are based on assumptions believed this Agreement there has been no Disposition by the Parent Canadian Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period any material part of its business or periods covered by such projections may differ from the projected resultsProperty.

Financial Condition. (a) Each of (i) the audited The unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries dated December 31, 2012, and the related audited consolidated statements Holdings as of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements 1996, a copy of incomewhich has heretofore been furnished to each Lender, shareholders’ equity and cash flows for the six fiscal months then endedpresents fairly, in each caseall material respects, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (exceptGAAP, the consolidated financial condition of Holdings as at such date subject to normal year end audit adjustments and such balance sheet is condensed and excludes detailed footnote disclosures. As of the date of such balance sheet, except as disclosed in the case Registration Statement, neither Holdings nor any of unaudited statementsits Subsidiaries had any material obligation, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated contingent or otherwise, which was not reflected therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company thereto and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto)which would have a Material Adverse Effect. (b) The pro forma unaudited audited consolidated balance sheet of Holdings and its Subsidiaries dated June 30at December 31, 2013 delivered 1995, as restated, and the related consolidated statements of operations, stockholders' equity and cash flows for the fiscal year ended on such date, reported on by Deloitte & Touche LLP, copies of each of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP in all material respects the Effective Date and attached hereto as Schedule 5.11(b) was prepared by consolidated financial condition of Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013as at such date, and was the consolidated results of their operations and cash flows for the fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAPGAAP applied consistently throughout the period involved (except as concurred in by the Accountants (as defined below). Except as disclosed in the Registration Statement, with only neither Holdings nor any of its Subsidiaries had, as of the date of such adjustments financial statements, any material obligation, contingent or otherwise, which was not reflected in the foregoing statements or in the notes thereto as and which would be required in have a manner consistent with GAAPMaterial Adverse Effect. (c) Since Except as set forth in the Registration Statement, since December 31, 20121995, there has have not been no any events or states of fact which individually or in the aggregate would have a Material Adverse Effect. (d) The Loan Parties Between December 31, 1995 and their Subsidiaries (i) the Closing Date, except as disclosed in Schedule 5.6(d), no dividends or other distributions have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as been declared, paid or made upon any shares of capital stock of the Effective Date, Company nor have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects shares of capital stock of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative AgentCompany been redeemed, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e)retired, represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed purchased or otherwise acquired by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsissuer thereof.

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of Holdings as at September 28, 2006 (including the Acquired Business notes thereto) (the “Pro Forma Balance Sheet”) and its Subsidiaries dated the unaudited pro forma statement of operations of Holdings for the nine month period ending on such date (the “Pro Forma Statement of Operations”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared assuming that the transactions discussed in the section of the Final Prospectus entitled “Unaudited Pro Forma Financial Information” had been completed and the material changes to contractual arrangements discussed in such section of the Final Prospectus, which will occur in connection with the completion of the offering and related transactions discussed in such section of the Final Prospectus, had become effective, in each case as of September 28, 2006 (with respect to the Pro Forma Balance Sheet) and as of the first day of such nine month period (with respect to the Pro Forma Statement of Operations), and were based upon assumptions which, in light of the circumstances under which they were prepared, were believed by the Borrower or Holdings in good faith to be reasonable (it being understood that such projections are by their nature inherently uncertain and actual results may differ materially from such projections). The Pro Forma Balance Sheet and the Pro Forma Statement of Operations do not purport to reflect the results of operations or financial position of Holdings and the Borrower that would have occurred had they operated as separate, independent companies during the periods presented. The historical results of operations of the Borrower have been significantly impacted by related party transactions. The pro forma consolidated financial information should not be relied upon as being indicative of the results of operations or financial condition of Holdings or the Borrower had the contractual adjustments and the transaction adjustments referred to in the foregoing paragraph been completed on the first day of such nine month period, with respect to the Pro Forma Statement of Operations, and as of September 28, 2006, with respect to the Pro Forma Balance Sheet. (b) The audited consolidated balance sheets of the Borrower as of December 3129, 20122005 and September 28, 2006, and the related audited consolidated statements of income or operations, shareholdersmembers’ equity and of cash flows for the Fiscal Year nine month periods ended on that date such dates, reported on by and (ii) accompanied by a report from Deloitte & Touche LLP, copies of which have heretofore been furnished to the unaudited interim Administrative Agent, present fairly, in all material respects, the consolidated balance sheet financial position of the Acquired Business Borrower and its consolidated Subsidiaries dated June 30as of such dates, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity its operations and its consolidated cash flows for the six fiscal months respective nine month periods then ended. All such financial statements, in each caseincluding the related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes thereto); and (ii) fairly present in all material respects the consolidated financial position aforementioned firm of the Company accountants and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described disclosed therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet sheets of the Acquired Business Parent Borrower and its consolidated Subsidiaries dated as of December 31, 20122008, December 31, 2009 and December 31, 2010 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then endedyears ended on such dates, in each casereported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (exceptpresent fairly, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries condition as at such date, and the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods fiscal years then ended (subjectended, in of the case of unaudited Parent Borrower and its consolidated Subsidiaries. All such financial statements, to normal year-end audit adjustments including the related schedules and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was have been prepared in accordance with GAAPGAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of the Parent Borrower, with only and disclosed in any such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). During the period from December 31, 20122010, to and including the Closing Date, except in connection with the consummation of the Transactions or as permitted by the Predecessor Term Loan Credit Agreement, there has been no Material Adverse Effect. (d) The Loan Parties sale, transfer or other disposition by the Parent Borrower and their its consolidated Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of any material part of the Effective Datebusiness or property of the Parent Borrower and its consolidated Subsidiaries, have taken as a whole, and no purchase or other contingent liabilities acquisition by any of them of any business or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(aproperty (including any Capital Stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as on or prior to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultsClosing Date.

Financial Condition. (a) Each of (i) the The Audited Financial Statements and audited consolidated balance sheet sheets of the Acquired Business Parent and its Subsidiaries dated December 31as at the end of the Fiscal Years ended January 29, 20122022 and January 28, 2023 and the related audited consolidated statements of operations and comprehensive income or operations(loss), shareholdersof stockholders’ equity and of cash flows for such Fiscal Years, including the Fiscal Year ended notes thereto, reported on that date by and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): accompanied by an unqualified report from PricewaterhouseCoopers LLP (i) were prepared in accordance with GAAP (exceptconsistently applied throughout the period covered thereby, in the case of unaudited statements, except as permitted approved by the rules aforementioned firm of accountants and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and disclosed therein, and (ii) fairly present in all material respects the consolidated financial position condition of the Company Parent and its consolidated subsidiaries Subsidiaries, on a Consolidated basis, as at the respective such dates thereof and their consolidated results of operations and consolidated operations, cash flows and changes in shareholders’ equity for the respective period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (ii) The Unaudited Financial Statements and unaudited financial statements of the Parent as at and for the Fiscal Quarter ended on April 29, 2023 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Parent and its Subsidiaries on a Consolidated basis as at such dates and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the periods then ended (covered thereby, except as otherwise expressly noted therein, subject, in the case of unaudited statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto)adjustments. (biii) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30Except as set forth on Schedule 5.01(c), 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and First Amendment Effective Date, none of Parent or its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Datehas any material Guarantee Obligations, have no other contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including, without limitation, any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments that other obligation in respect of derivatives, which are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a5.01(a) or (b) which would in accordance with GAAP be so reflected in a consolidated balance sheet of the notes thereto Parent its Subsidiaries as of the First Amendment Effective Date and (ii) is party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the most recent financial statements referred to in Section 5.01(a) or (b), (x) which was incurred by the Parent or any of its Subsidiaries or guaranteed by the Parent or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Parent or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by the Parent or any of its consolidated Subsidiaries or with any Indebtedness or Equity Interests issued by the Parent or any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective SubsidiariesSubsidiary. (eiv) All financial performance projections As of the First Amendment Effective Date, the Financial Performance Projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date Agent and attached hereto as Schedule 5.11(e), 5.01(d) represent the Parent Borrower’s best Loan Parties’ good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower Loan Parties to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections the Financial Performance Projections may materially differ from the projected resultsresults set forth therein.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet of the Acquired Business Bermuda Holdings and its consolidated Subsidiaries dated December 31as at February 22, 20122009, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers, present fairly, in all material respects, the consolidated financial condition of Bermuda Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. All such financial statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (iiexcept as approved by such accountants and disclosed therein). (b) the The unaudited interim consolidated balance sheet of the Acquired Business Bermuda Holdings and its consolidated Subsidiaries dated June 30as at November 22, 2013 2009, and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months nine-month period ended on such date, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the consolidated financial condition of Bermuda Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended, in each casesubject to normal year-end adjustments. All such financial statements, as attached hereto as Schedule 5.11(a): (i) were including the related schedules thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of . Bermuda Holdings and its Subsidiaries dated June 30as of November 22, 2013 delivered on the Effective Date 2009 did not have, and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect since such date and prior to the Related TransactionsClosing Date did not incur, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30assume or create, 2013any material Contingent Obligations, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or reserved against in the financial statements referred to in Section 5.11(aparagraph (a) or of this subsection (other than foreign exchange transactions in the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects ordinary course of the Loan Parties and their respective Subsidiariesbusiness as permitted by subsection 7.8). (ec) All The unaudited consolidated pro forma balance sheet of Bermuda Holdings and its consolidated Subsidiaries, as of November 22, 2009, certified by a Responsible Officer of Bermuda Holdings (the “Pro Forma Balance Sheet”), copies of which have been furnished to each Lender, is the unaudited balance sheet of Bermuda Holdings and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the Refinancing, (ii) the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date, (iii) the issuance of the Senior Secured Notes on the Closing Date and (iv) the incurrence of all other Indebtedness that Bermuda Holdings and its consolidated Subsidiaries expect to incur, and the payment of all amounts Bermuda Holdings and its consolidated Subsidiaries expect to pay, in connection with the Transactions. The Pro Forma Balance Sheet was prepared based on good faith assumptions in accordance with GAAP and is based on information believed by Bermuda Holdings to be reasonable and correct as of the date of delivery thereof and presents fairly, in all material respects, on a pro forma basis the financial performance projections position of Bermuda Holdings and its consolidated Subsidiaries as of November 22, 2009, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of such date. (d) The Projections delivered to the Administrative Agent, including Agent and the financial performance projections delivered on Lenders prior to the Effective Closing Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best have been prepared in good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditionswhen such Projections were prepared, it being acknowledged and agreed recognized by the Administrative Agent and the Lenders Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections the Projections may differ from the projected resultsresults included in such Projections. (e) On and as of the Closing Date and each Borrowing Date and after giving effect to the Transactions and to all Indebtedness (including the Loans and the Senior Secured Notes) being incurred or assumed and Liens created by the Credit Parties in connection therewith on such date, (i) the sum of the fair value of the assets, at a fair valuation, of each Credit Party and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair salable value of the assets of each Credit Party and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (iii) each Credit Party and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iv) each Credit Party and its Subsidiaries (taken as a whole) will have sufficient capital with which to conduct its or their respective businesses. For purposes of this subsection 4.1(e), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition. The Company has delivered to each Purchaser of the Series A Notes, the Series B Notes and any Accepted Notes the following financial statements identified by a principal financial officer of the Company: (a) Each of (i) the audited consolidated balance sheet sheets of the Acquired Business Company and its Subsidiaries dated as at December 31, 2012, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet 31st in each of the Acquired Business three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP or such other independent public accountants acceptable to the Required Holders and (b) consolidated balance sheets of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and shareholders’ equity for the six periods from the beginning of the fiscal months then endedyears in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements (including in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in case the case of unaudited statements, as permitted by the rules related schedules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (iinotes) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as at of the respective dates thereof and their the consolidated results of their operations and consolidated cash flows for the respective periods then ended indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of unaudited any interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes theretothe absence of footnotes). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet sheets of the Acquired Business Borrower and its Subsidiaries dated December as of October 30, 2011, October 31, 20122010 and November 1, 2009 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year Years ended October 30, 2011, October 31, 2010 and November 1, 2009, reported on that date by and accompanied by unqualified reports from Ernst & Young LLP, and (ii) the unaudited interim consolidated balance sheet sheets of the Acquired Business Borrower and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of incomeoperations, shareholders’ equity and cash flows for the six fiscal months then endedquarters ended January 29, in each case2012 and April 29, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except2012 present fairly, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries condition as at such dates, and the respective dates thereof and their consolidated results statements of operations and consolidated cash flows for the respective periods then ended ended, of the Borrower and its Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (subjectexcept as approved by a Responsible Officer, and disclosed in any such schedules and notes). Except as disclosed on Schedule 5.1, during the period from October 30, 2011 to and including the Closing Date, except as provided in or permitted under the Acquisition Agreement or in connection with the Transactions, there has been no sale, transfer or other disposition by the Borrower and its Subsidiaries of any material part of its business or property and no purchase or other acquisition by the Borrower and its Subsidiaries of any business or property (including any Capital Stock of any other Person) which in either case is material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, which is not reflected in the case of unaudited statements, foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to normal year-end audit adjustments and the Lenders on or prior to any other adjustments described therein, including in any notes thereto)the Closing Date. (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets As of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Closing Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against as set forth in the financial statements referred to in Section 5.11(a) or the notes thereto and which in Subsection 5.1(a), there are no liabilities of any such case are material in relation to the businessLoan Party of any kind, operationswhether accrued, propertiescontingent, assetsabsolute, condition (financial determined, determinable or otherwise) or prospects of the Loan Parties and their respective Subsidiaries, which would reasonably be expected to result in a Material Adverse Effect. (ec) All financial performance projections delivered The pro forma balance sheet and statements of operations of the Borrower and its Subsidiaries, copies of which have heretofore been furnished to each Lender, are the balance sheet and statements of operations of the Borrower and its Subsidiaries as of April 29, 2012, adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and on May 2, 2011, for purposes of the statement of operations), to the Administrative Agentconsummation of the Transactions, including and the financial performance projections delivered Extensions of Credit hereunder on the Effective Date and attached hereto as Schedule 5.11(e), represent Closing Date. (d) The Projections have been prepared by management of the Parent Borrower’s best Borrower in good faith estimate of future financial performance and are based on upon assumptions believed by the Parent Borrower management to be fair and reasonable in light at the time of current market conditions, preparation thereof (it being acknowledged and agreed by the Administrative Agent understood that such Projections, and the Lenders that projections as to future events are assumptions on which they were based, may or may not prove to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultscorrect).

Financial Condition. (a) Each of (i) the audited The unaudited pro forma consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries dated as at June 30, 2003 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect to (i) the consummation of the Acquisition, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at June 30, 2003, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 20122002, December 31, 2001 and December 31, 2000, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on that date such dates, reported on by and (ii) accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The audited consolidated balance sheets of the Schlumberger Business as at December 31, 2002, December 31, 2001 and December 31, 2000, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers, present fairly the consolidated financial condition of the Schlumberger Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June Borrower as at September 30, 2013 2003, and the related unaudited consolidated statements of income, shareholders’ equity income and cash flows for the six fiscal months 9-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the 9-month period then endedended (subject to normal year-end audit adjustments). The unaudited consolidated balance sheet of the Schlumberger Business as at September 30, in each case2003, and the related unaudited consolidated statements of income and cash flows for the 9-month period ended on such date, present fairly the consolidated financial condition of the Schlumberger Business as attached hereto as Schedule 5.11(a): at such date, and the consolidated results of its operations and its consolidated cash flows for the 9-month period then ended (i) were subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all . Except as described on Schedule 5.1, no Group Member has any material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subjectGuarantee Obligations, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or this paragraph. During the notes thereto period from January 1, 2003 to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed date hereof there has been no Disposition by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period any material part of its business or periods covered by such projections may differ from the projected resultsproperty.

Financial Condition. (a) Each of The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof, and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the assumptions deemed reasonable at the time of the preparation thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as of December 31, 2013 assuming that the events specified in the preceding sentence had actually occurred at such date, subject to year-end audit adjustments and lack of footnotes. (b) The audited consolidated balance sheet sheets of the Acquired Business Holdings and its Subsidiaries dated as of December 31, 2010, December 31, 2011, and December 31, 2012, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on that date such dates, reported on by and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30accompanied by an unqualified report from PriceWaterhouseCoopers LLP, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) present fairly present in all material respects the consolidated financial position condition of the Company Holdings and its consolidated subsidiaries Subsidiaries as at such date, and the respective dates thereof and their consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended (subject, in the case of unaudited ended. All such financial statements, to normal year-end audit adjustments including the related schedules and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). During the period from January 1, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 20122013 to and including the date hereof, there has been no Material Adverse EffectDisposition by any Group Member of any material part of its business or property. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each The audited consolidated and consolidating balance sheets and income statements of the Consolidated Parties for the fiscal years ended December 31, 2000, December 31, 2001 and December 31, 2002 (including the notes thereto) (i) have been audited by Pricewaterhouse Coopers, (ii) have been prepared in accordance with GAAP consistently applied throughout the audited periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated balance sheet financial condition, results of operations and cash flows of the Acquired Business Consolidated Parties as of such date and its Subsidiaries dated for such periods. During the period from December 31, 20122002 to and including the Closing Date, there has been no sale, transfer or other disposition by any of the Consolidated Parties of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet financial condition of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then endedConsolidated Parties taken as a whole, in each case, as attached hereto as Schedule 5.11(a):which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Consolidated Parties have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto. (ib) were The financial statements delivered pursuant to Section 5.1(i) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated therein or permitted under Section 5.1(i)) and present fairly (on the basis disclosed in the notes thereto); and (iifootnotes to such financial statements) fairly present in all material respects the consolidated and consolidating financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated condition, results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business Consolidated Parties as of such date and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only for such adjustments thereto as would be required in a manner consistent with GAAPperiods. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted financial statements delivered pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 7.1(a) and (iib) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Consolidated Parties as of the Effective Date, have no other contingent liabilities or liabilities such date and for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesperiods. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet of the Acquired Business Parent and its Consolidated Subsidiaries dated as of December 31, 20122013, and the related audited consolidated statements statement of income or operationsincome, shareholderspartners’ equity and cash flows flow of the Parent and its Consolidated Subsidiaries for the Fiscal Year fiscal year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30said date, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (exceptconsistently applied throughout the period covered thereby, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)otherwise expressly noted therein; and (ii) fairly present in all material respects the consolidated financial position condition of the Company Parent and its consolidated subsidiaries Consolidated Subsidiaries as at of the respective dates date thereof and their consolidated results of operations and consolidated cash flows for the respective periods then period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheets of the Parent and its Consolidated Subsidiaries dated September 30, 2014 and the related consolidated statements of income or operations, partners’ equity and cash flow for the fiscal quarter ended on that date (subjecti) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, in except as otherwise expressly noted therein, and (ii) fairly present the case financial condition of unaudited statementsthe Parent and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAPadjustment. (c) Since December 31, 20122013, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 , and (ii) as the business of Parent and the Effective Date, other Loan Parties have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against been conducted only in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesordinary course consistent with past business practices. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the audited consolidated balance sheet of Loans to be made on the Acquired Business and its Subsidiaries dated December 31, 2012, Closing Date and the related audited consolidated statements use of income or operationsproceeds thereof, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet payment of Transaction Costs. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the Acquired Business date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries dated as of June 30, 2013 and 2022 assuming that the related unaudited consolidated statements of income, shareholders’ equity and cash flows for events specified in the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a):preceding sentence had actually occurred at such date. (i) were The audited consolidated financial statements (balance sheet, income statement and statements of cash flows) of the Borrower and its Subsidiaries for the fiscal year ended on December 31, 2021, (ii) the unaudited consolidated financial statements (balance sheet, income statement and statement of cash flows) of the Borrower and its Subsidiaries for the calendar month ended June 30, 2022, each, present fairly in all material respects the financial condition of the Borrower and its Subsidiaries as at such date, and the results of its operations for the respective fiscal periods then ended. All such financial statements of the Borrower, including the related schedules and notes thereto (if applicable), have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoaforementioned firm of accountants and disclosed therein); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject. No Group Member has, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Closing Date, have no other any material Guarantee Obligations, contingent liabilities or and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments except for contingent liabilities commitments, including any interest rate or liabilities for long-term leases foreign currency swap or unusual forward exchange transaction or long-term commitments other obligation in respect of derivatives, that are not reflected or reserved against in the most recent financial statements referred to in Section 5.11(a) or this paragraph. During the notes thereto period from December 31, 2021 to and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e)date hereof, represent the Parent Borrower’s best good faith estimate there has been no Disposition by any Group Member of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light any material part of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period its business or periods covered by such projections may differ from the projected resultsproperty.

Financial Condition. (a) Each of (i) Credit Parties have delivered to the Purchasers the audited consolidated balance sheet annual financial statements of the Acquired Business Company dated as of June 30, 2020 and its Subsidiaries dated December 31June 29, 20122019, respectively, including the statement of financial position and the related statements of operations and comprehensive loss as of and for the periods then ended (the “Last Audited Financial Statements”), and the related audited consolidated unaudited quarterly financial statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet Company dated as of the Acquired Business and its Subsidiaries dated June September 30, 2013 2020, including the statement of financial position and the related unaudited consolidated statements of income, shareholders’ equity operations and cash flows comprehensive loss as of and for the six fiscal months periods then endedended (the “Last Unaudited Financial Statements” and, in each casewith the Last Audited Financial Statements, as attached hereto as Schedule 5.11(a):collectively, the “Company Historical Financial Statements”). (ib) were The Company Historical Financial Statements have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) IFRS consistently applied on a consistent basis during the periods involved (except as may be indicated therein for normal recurring year-end adjustments (the effect of which will not, individually or in the notes theretoaggregate, be material); and (ii) ). The Company Historical Financial Statements fairly present in all material respects the consolidated assets, liabilities and financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated changes in financial position and cash flows as of the respective dates and for the respective periods then ended (subjectspecified, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared all in accordance with GAAP, with only such adjustments thereto as would be required in a manner IFRS consistently applied during the periods involved. The Company Historical Financial Statements are consistent with GAAPthe books and records of the Company, which books and records are accurate and complete in all material respects. The Company has made and kept true, correct and complete books and records and accounts, which accurately and fairly reflect, in reasonable detail, the activities of the Company in all material respects and which have been maintained in accordance with sound business practices and applicable law. There has been no material change in the accounting methods or practices of the Company since the earliest date covered by the Company Historical Financial Statements, except as disclosed therein or in subsequent financial statements forming part of the Company Public Disclosure Record. (c) Since December 31June 30, 20122018, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries Neither any Credit Party nor any Subsidiary has any Indebtedness (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no 8.2) or any Contingent Obligations (other than Contingent Obligations permitted pursuant to Section 7.09 8.8) other than as set forth in the Last Unaudited Financial Statements. Pro forma consolidated statement of financial position of the Company and (ii) its Subsidiaries as of the Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation Third Restatement Closing Date after giving effect to the business, operations, properties, assets, condition (financial or otherwise) or prospects issuance of the Loan Parties Notes (the “Pro Forma Balance Sheet”) but not any application of the proceeds have been delivered to the Purchasers. The Pro Forma Balance Sheet presents fairly in all material respects, the estimated financial position of the Company and their respective Subsidiariesthe Subsidiaries in accordance with IFRS as of the Third Restatement Closing Date. (e) All financial performance projections delivered The Company’s auditors, who audited the Last Audited Financial Statements (as applicable) and who provided their audit report thereon, are independent public accountants as required under applicable securities Laws and there has never been a reportable event (within the meaning of NI 51-102) between the Company and the Company’s auditors. (f) Except as set forth in Schedule 5.12 or the Company Public Disclosure Record, none of the directors, officers or employees of the Company or any of its Subsidiaries or any person who owns, directly or indirectly, more than ten percent (10%) of any class of securities of the Company or Holdings or securities of any person exchangeable for more than ten percent (10%) of any class of securities of the Company or Holdings, or to the Administrative Agentknowledge of the Company, including any associate or affiliate of any of the financial performance projections delivered on foregoing had or has any material interest, direct or indirect, in any transaction or any proposed transaction with the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate Company or Holdings or any of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light either of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected resultstheir Subsidiaries.

Financial Condition. (a) Each of (i) the audited The consolidated balance sheet of the Acquired Business Guarantor and its consolidated Subsidiaries dated as at December 31, 2012, 2021 and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended on that date such date, reported on by the Guarantor's independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and (ii) correct, in all material respects, and present fairly the unaudited interim consolidated balance sheet financial condition of the Acquired Business Guarantor and its consolidated Subsidiaries dated June 30as at such date, 2013 and the related unaudited consolidated statements results of income, shareholders’ equity and cash flows operations for the six fiscal months year then ended. Such financial statements, in each caseincluding any related schedules and notes thereto, as attached hereto as Schedule 5.11(a): (i) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated therein or in approved by the notes theretoexternal auditors and as disclosed therein, if any); and. (ii) fairly present Except as disclosed in all material respects Schedule V attached hereto, neither the Guarantor nor its consolidated financial position Subsidiaries had, at the date of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated most recent balance sheet of Holdings and its Subsidiaries dated June 30referred to above, 2013 delivered on the Effective Date and attached hereto any material guarantee obligation, contingent liability (as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared defined in accordance with GAAP), with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Date, have no other contingent liabilities or liabilities for any long-term leases lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for contingent liabilities guarantees, indemnities or liabilities for long-term leases similar obligations of the Guarantor or unusual forward a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2021 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or long-term commitments that are reflected otherwise disposed of any material part of its business or reserved against in the financial statements referred to in Section 5.11(aproperty, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Loan Parties Guarantor and their respective Subsidiariesits consolidated Subsidiaries at December 31, 2021. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Financial Condition. (a) Each of (i) the The audited consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries dated as of December 31, 20122001, and the related audited consolidated statements of income or operations, shareholders’ shareholder's equity and cash flows for the Fiscal Year fiscal year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Acquired Business and its Subsidiaries dated June 30, 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (exceptconsistently applied throughout the period covered thereby, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)otherwise expressly noted therein; and and (ii) fairly present in all material respects the consolidated financial position of the Company Borrower and its consolidated subsidiaries Subsidiaries as at of the respective dates date thereof and their consolidated results of operations for the period covered thereby. (b) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30, 2002, and the related consolidated statements of income or operations, shareholder's equity and cash flows for the respective periods then fiscal year ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and results of operations for the period covered thereby, subject, in the case of unaudited statements(i) and (ii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAPadjustments. (c) Since All Off-Balance Sheet Liabilities of the Borrower and its Subsidiaries are accurately set forth (a) as of the Closing Date, on Schedule 5.13(c) and (b) as of the end of each Fiscal Year beginning with the Fiscal Year ended December 31, 20122002, there has been no Material Adverse Effecton an updated Schedule attached to the Compliance Certificate delivered by the Borrower with the most recent annual financial statements delivered pursuant to Section 6.01(a). (d) The Loan Parties and their Subsidiaries (i) have Since September 30, 2002, no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Effective Dateevent or condition has occurred which, have no other contingent liabilities either individually or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred aggregate, has had or could reasonably be expected to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the businesshave a Material Adverse Effect, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiariesexcept as disclosed on Schedule 5.13(d). (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.