Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 consolidated statements of income and of cash flows for the fiscal 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, 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31September 30, 2005 (including the notes thereto) 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 thereof, (ii) the issuance of the Senior Unsecured Notes 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 the Borrower Holdings and its consolidated Subsidiaries as at December 31September 30, 2005, 2012 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 as at December 31, 2005, December 31, 2004 and December 31, 20032011, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)December 31, 2011, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Deloitte Ernst & Touche Young, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Restricted 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, 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). No Group Member has has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents, any material Guarantee Obligations, contingent liabilities, or any long term leases or unusual forward or long-long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31April 30, 2005 (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 consummation of the Closing Date and the use of proceeds thereofTransactions, (ii) the issuance of Loans to be made and the Senior Unsecured Notes 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 based on in good faith upon reasonable assumptions at the best information available to the Borrower as of the date of delivery thereof, time made and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31April 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 December 31, 2005, December 31January 3, 2004 and December 31January 1, 20032005, and the related consolidated combined statements of operations, stockholders' equity and comprehensive income and of cash flows for the three fiscal years ended on such dates (the “Consolidated Financial Statements”)December 28, 2002, January 3, 2004 and January 1, 2005, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 consolidated balance sheet of the Borrower as at April 2, 2005, and the related unaudited consolidated statements of income and cash flows for the 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 respective fiscal years three-month period then endedended (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 as approved by the aforementioned firm of accountants and disclosed therein). No Group Member Loan Party has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31January 1, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the its business or property other than Dispositions pursuant to the Plan of Reorganization (including the Disposition of the Group Members taken as a whole"Eddie Bauer Home" business).

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2022 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2022 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2022.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries dated as at of December 31, 2005 (1994 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 the any related notes thereto) (the “Pro Forma Balance Sheet”"Audited Financial Statements"), copies and the unaudited consolidated financial statements of the Borrower and its Subsidiaries (the "Unaudited Financial Statements") dated as of July 1, 1995 (the "Balance Sheet Date"), all of which have (collectively, the "Financial Statements") were heretofore been furnished to each the Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) are true, correct and complete in all material respects and fairly present in all material respects the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition of the Senior Unsecured Notes Borrower 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 its Subsidiaries as of the date of delivery thereof, each such statement 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 consolidated statements of income and of cash flows for the fiscal 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, including the related schedules and notes thereto, have been prepared in accordance with GAAP generally accepted accounting principles (subject, in the case of the Unaudited Financial Statements, to the addition of notes and to normal year-end adjustments that individually and in the aggregate are not expected to be material) consistently applied consistently throughout the periods involved (involved. Other than as reflected in such Financial Statements and except as approved by for liabilities incurred in the aforementioned firm ordinary course of accountants and disclosed therein). No Group Member business since the date thereof, the Borrower has no Indebtedness that is or would be material to the financial condition of the Borrower, nor any material Guarantee Obligations, unrealized or unanticipated losses from any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in . Since the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof Balance Sheet Date there has been no Disposition by any Group Member material adverse change in the consolidated financial condition (as set forth in the Unaudited Financial Statements) or results of any material part operations of the business or property of the Group Members Borrower and its Subsidiaries taken as a whole.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2024 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2024 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2024.

Financial Condition. (a) Credit Parties have delivered to the Purchasers the audited annual financial statements of the Company dated as of June 30, 2018 and June 29, 2019, 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 unaudited quarterly financial statements of the Company dated as of December 29, 2019, 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 Unaudited Financial Statements” and, with the Last Audited Financial Statements, collectively, the “Company Historical Financial Statements”). (b) The unaudited pro Company Historical Financial Statements have been prepared in accordance with IFRS consistently applied during the periods involved (except for normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material)). The Company Historical Financial Statements fairly present in all material respects the assets, liabilities and financial position of the Company and its results of operations and changes in financial position and cash flows as of the respective dates and for the periods specified, all in accordance with IFRS consistently applied during the periods involved. The Company Historical Financial Statements are consistent with the 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 June 30, 2018, there has been no Material Adverse Effect. (d) Neither any Credit Party nor any Subsidiary has any Indebtedness (other than Indebtedness permitted pursuant to Section 8.2) or any Contingent Obligations (other than Contingent Obligations permitted pursuant to Section 8.8) other than as set forth in the Last Unaudited Financial Statements. Pro forma consolidated balance sheet statement of financial position of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005 (including of the notes thereto) Closing Date after giving effect to the issuance of the Notes (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 but not any application of the Senior Unsecured Notes and proceeds have been delivered to the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingPurchasers. 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 in all material respects, the estimated financial position of the Borrower Company and its consolidated the Subsidiaries in accordance with IFRS as at December 31, 2005, assuming that of the events specified in the preceding sentence had actually occurred at such dateClosing Date. (be) The Company’s auditors, who audited consolidated balance sheets 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 Borrower as at December 31directors, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal 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 officers or employees of the Borrower as at such date, and the consolidated results Company or any of its operations and its consolidated cash flows 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 respective fiscal years then ended. All such financial statementsCompany or Holdings, including or to the related schedules and notes theretoknowledge of the Company, have been prepared in accordance with GAAP applied consistently throughout any associate or affiliate of any of the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member foregoing had or has any material Guarantee Obligationsinterest, direct or indirect, in any transaction or any unusual forward proposed transaction with the Company or long-term commitments, including Holdings or any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member either of any material part of the business or property of the Group Members taken as a wholetheir Subsidiaries.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Financial Statements have heretofore been furnished to each Lender, has 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, (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 Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present 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, 2005, Group Members assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets sheet of the Borrower as at of December 31, 2005, December 31, 2004 and December 31, 20032020, and the related consolidated statements statement of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, 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 as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years year then ended. The audited balance sheet of the Borrower as at December 31, 2021, and the related audited consolidated statements of income and cash flows for the fiscal year 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 fiscal year then ended. 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). No Group Member has The Borrower does not have, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2021 to and including the date hereof hereof, there has been no Disposition by any Group Member the Borrower of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2005 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 such dateDecember 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 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 issuance of Loans to be made on the Senior Unsecured Notes 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 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, 20052003, assuming that the events specified in the preceding sentence had actually occurred at 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 for the nine-month period ended December 31, 2003 (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. (bi) The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December March 31, 20052001, December March 31, 2004 2002 and December March 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)March 31, 2001, March 31, 2002 and March 31, 2003, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, LLP present fairly in all material respects the consolidated financial condition of the Borrower Holdings 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 Holdings 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 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 (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 as approved by the aforementioned firms of accountants and disclosed therein). Holdings 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, 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 as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has 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, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements (including the notes thereto) referred to in this paragraphparagraph (b)(ii). During the period from December March 31, 2005 2003 to and including the date hereof hereof, there has been no Disposition by the Borrower or any Group Member of its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 Parent Borrower as at December 31, 2005, December 31, 2004 and December 31, 20032022, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte ▇▇▇▇▇ & Touche ▇▇▇▇▇ LLP, present fairly 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 respective fiscal years year then ended. The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries 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 and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month periods 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 as approved by the aforementioned firm of accountants and disclosed therein). No . (b) As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from December 31, 2005 2022 to and including the date hereof Closing Date there has been no Disposition by any Group Member of any material part of the business or property of the Group Members Members, taken as a wholewhole (other than in the ordinary course of business).

Financial Condition. (ai) The unaudited pro forma consolidated combined balance sheet of the Borrower and its consolidated Subsidiaries Mid-Holdings as at of December 31, 2005 2014, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (including the notes thereto) (the “Pro Forma Balance Sheet”) and (ii) the pro forma combined statements of income and cash flows of Mid-Holdings for the twelve-month period ended December 31, 2014, prepared after giving effect to the Transactions as if the Transactions had occurred at the beginning of such twelve-month period (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has 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, (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 good faith based on the best information available to the Borrower Mid-Holdings as of the date of delivery thereofthereof and assumptions believed by Mid-Holdings to be reasonable when made and at the time so furnished, and presents present fairly in all material respects on a pro forma basis basis, in the case of (i) above, the estimated financial position of Mid-Holdings (after giving effect to the Borrower and its consolidated Subsidiaries Transactions as described in clause (i) above) as at December 31, 20052014, assuming that the events specified and, in the preceding sentence case of (ii) above, the estimated results of operations for the period covered thereby (after giving effect to the Transactions as if the Transactions had actually occurred at the beginning of such dateperiod). (b) The audited consolidated combined balance sheets of the Borrower Business as at December 31, 2005, December 31, 2004 2012 and December 31, 20032013, and the related consolidated combined statements of income income, stockholders’ equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated combined financial condition of the Borrower Business as at such date, and the consolidated combined results of its operations operations, changes in stockholders’ equity and its consolidated 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 (unless otherwise noted therein) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations. (c) The unaudited combined balance sheet and related statements of income, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect stockholders’ equity and cash flows of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During Business as of and for the four fiscal quarter period from ended December 31, 2005 2014, copies of which have heretofore been furnished to and including the date hereof there has been no Disposition by any Group Member of any Administrative Agent, present fairly in all material part respects the combined financial condition of the business or property Business as at such date, and the combined results of its operations, changes in stockholders’ equity and combined cash flows for the Group Members taken as a wholefour fiscal quarter period then ended. All such financial statements have been prepared in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes) unless otherwise noted therein.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December March 31, 2005 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 Loans to be made on the Closing Effective Date and the use of proceeds thereof, (ii) the issuance of the Senior Unsecured Notes and the use of proceeds thereof and (iiiii) the 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 the Borrower Holdings as of the date of delivery thereofthereof and on good faith estimates and assumptions believed to be reasonable at the time made, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower Holdings and its consolidated Subsidiaries as at December March 31, 20052002, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2005, December 31, 2004 2000 and December 31, 20032001, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers L.L.P., present fairly in all material respects the consolidated financial condition of the Borrower Holdings 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 Holdings and its consolidated Subsidiaries as at March 31, 2002, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and 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 GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and for the absence of certain notes thereto). No Group Member has Except as set forth on Schedule 4.1(b), as of the Effective Date, Holdings, the Borrower and their respective Subsidiaries (i) do not have any material Guarantee Obligations, contingent liabilities or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraph. During paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the period from December 31, 2005 Borrower as of the Effective Date or (ii) are not party to and including the date hereof there has been no Disposition by any Group Member arrangement to pay principal or interest with respect to any Indebtedness of any material part Person which is not reflected in the most recent financial statements referred to in this paragraph, (x) which was incurred by the Borrower or any of its Subsidiaries or guaranteed by the business Borrower or property any of its Subsidiaries at any time or the Group Members taken as a wholeproceeds 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 made with the proceeds of payments to such Person by the Borrower or any of its consolidated Subsidiaries or with any Indebtedness or Capital Stock issued by the Borrower or any such Subsidiary.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower Bermuda Holdings and its consolidated Subsidiaries as at December 31February 22, 2005 (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, 20032009, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower Bermuda Holdings 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 year then ended. All such financial statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as approved by such accountants and disclosed therein). (b) The unaudited consolidated balance sheet of Bermuda Holdings and its consolidated Subsidiaries as at November 22, 2009, and the related unaudited consolidated statements of income and cash flows for the 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, subject to normal year-end 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 as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has Bermuda Holdings and its Subsidiaries as of November 22, 2009 did not have, and since such date and prior to the Closing Date did not incur, assume or create, any material Guarantee Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or in the financial statements referred to in paragraph (a) of this subsection (other than foreign exchange transactions in the ordinary course of business as permitted by subsection 7.8). (c) 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. During 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 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 and the Lenders prior to the Closing Date have been prepared in good faith and are based on assumptions believed to be reasonable when such Projections were prepared, it being recognized by the 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 the Projections may differ from December 31, 2005 the projected results 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 date hereof there has been no Disposition Loans and the Senior Secured Notes) being incurred or assumed and Liens created by any Group Member of any material part the Credit Parties in connection therewith on such date, (i) the sum of the business or property fair value of the Group Members 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) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 Company and its Subsidiaries as at December 31, 2005, December 31, 2004 31st in each of the 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 December 31, 2003, and the related consolidated statements of income and 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 periods from the beginning of the fiscal years ended on in which such dates quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements (including in each case the “Consolidated Financial Statements”), reported on by related schedules and accompanied by an unqualified report from Deloitte & Touche LLP, notes) fairly present fairly in all material respects the consolidated financial condition position of the Borrower Company and its Subsidiaries as at such date, of the respective dates thereof and the consolidated results of its their operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules periods indicated and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected set forth in the most recent financial statements referred to notes thereto (subject, in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member case of any material part interim financial statements, to normal year-end adjustments and the absence of the business or property of the Group Members taken as a wholefootnotes).

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2023 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2023 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2023.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31September 30, 2005 1996 (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 consummation of the Closing Date and the use of proceeds thereofAcquisitions, (ii) the issuance of Loans to be made and the Senior Unsecured 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 Borrower and its consolidated Subsidiaries as at September 30, 1996 and is based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, assuming that the events specified in the preceding 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 on a pro forma basis the financial position of the Borrower and its consolidated Subsidiaries as at December 31, 1996 and are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made. (iii) The unaudited estimated pro forma consolidated balance sheet and statement of EBITDA of the Borrower and its consolidated Subsidiaries as at, or for the period of four consecutive fiscal quarters ended, December 31, 1997 (including the notes thereto) (the "IPO Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared based giving effect to (i) the consummation of the Initial Public Offering, (ii) the loans under the Existing Credit Agreement to be repaid on the best information available to Amendment/Restatement Closing Date and (iii) the Borrower as payment of fees and expenses in connection with the date of delivery thereof, and presents foregoing. The IPO Pro Forma Financial Statements present 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 1997 and are based upon good faith estimates and assumptions believed by management of the Borrower as to be reasonable at December 31, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal 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, 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholetime made.

Financial Condition. (a) The unaudited pro forma audited consolidated and consolidating balance sheet sheets and income statements of the Borrower and its consolidated Subsidiaries as at Consolidated Parties for the fiscal years ended December 31, 2005 2000, December 31, 2001 and December 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 Loans to be made on the Closing Date and the use of proceeds thereofhave been audited by Pricewaterhouse Coopers, (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 consolidated statements of income and of cash flows for the fiscal 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, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by iii) present fairly (on the aforementioned firm of accountants and basis disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent footnotes to such financial statements referred to in this paragraphstatements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. During the period from December 31, 2005 2002 to and including the date hereof Closing Date, there has been no Disposition sale, transfer or other disposition by any Group Member of the Consolidated Parties of any material part of the business or property of the Group Members 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, 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. (b) The financial statements delivered pursuant to Section 5.1(i) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 5.1(i)) 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 such date and for such periods. (c) The financial statements delivered pursuant to Section 7.1(a) and (b) 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 such date and for such periods.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries Holdings as at December 31September 28, 2005 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and 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 each Lenderthe Administrative Agent, has have been prepared giving effect (as if such events assuming that the transactions discussed in the section of the Final Prospectus entitled “Unaudited Pro Forma Financial Information” had occurred on such date) to (i) the Loans to be made on the Closing Date been completed and the use of proceeds thereof, (ii) the issuance material changes to contractual arrangements discussed in such section of the Senior Unsecured Notes and the use of proceeds thereof and (iii) the payment of fees and expenses Final Prospectus, which will occur in connection with the foregoingcompletion 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 has been prepared based on and the best information available Pro Forma Statement of Operations do not purport to reflect the Borrower as results of the date of delivery thereof, and presents fairly on a pro forma basis the estimated 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 its consolidated Subsidiaries as at December 31, 2005, assuming that the events specified transaction adjustments referred to in the preceding sentence had actually occurred at foregoing paragraph been completed on the first day of such datenine 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 at of December 3129, 20052005 and September 28, December 31, 2004 and December 31, 20032006, and the related consolidated statements of income operations, members’ equity and of cash flows for the fiscal years nine month periods ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified a report from Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent, present fairly fairly, in all material respects, the consolidated financial condition position of the Borrower and its consolidated Subsidiaries as at of such datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years nine month periods then ended. 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower CB Holdings and its consolidated Subsidiaries as subsidiaries at December 31, 2005 (including 1995, and the notes thereto) (consolidated statements of income, retained earnings and cash flows of CB Holdings and its consolidated subsidiaries for the “Pro Forma Balance Sheet”)fiscal year then ended, copies of which have heretofore been furnished delivered to each the Lender, has been were prepared giving effect (in accordance with GAAP consistently applied and fairly present the consolidated financial position of CB Holdings and its consolidated subsidiaries, as if such events 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 occurred on such date) to (i) 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 Loans to be made on foregoing statements or in 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 foregoingnotes thereto. The Pro Forma Balance Sheet has been prepared based on the best information available Other than changes disclosed to the Borrower as of Lender in writing prior to the Effective Date, no changes having a Material Adverse Effect have occurred since the date of delivery thereof, and presents fairly on a pro forma basis the estimated such 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 dateinformation. (b) The audited CB Holding's unaudited consolidated balance sheets of the Borrower as at December 31September 30, 2005, December 31, 2004 and December 31, 20031996, and the related consolidated statements of income and of cash flows retained earnings for the fiscal years periods then ended on such dates (certified by the “Consolidated Chief Financial Statements”)Officer, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition copies 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, including the related schedules and notes thereto, which have been delivered to the Lender, were prepared in accordance with GAAP consistently applied consistently throughout (except to the extent noted therein) and fairly present the financial position of CB Holdings and its consolidated subsidiaries as of such dates and the results of operations for the periods involved (except as approved by covered thereby, subject to normal year-end audit adjustments. CB Holdings, the aforementioned firm Company or any of accountants and disclosed therein). No Group Member has its Subsidiaries did not have on such date any material Guarantee ObligationsContingent Liability, liabilities for Taxes or any long-term leases, unusual forward or long-term commitments, including commitment or unrealized or unanticipated losses from any interest rate commitment or foreign currency swap unrealized or exchange transaction or other obligation in respect of derivatives, that unanticipated losses from any unfavorable commitments which are not reflected or reserved against in the most recent financial foregoing statements referred to or in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholenotes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Financial Statements have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such dateas of the last day of the fiscal quarter of the Borrower ended June 30, 2021) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance consummation of the Senior Unsecured Notes and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingTransactions. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis Pro Forma Basis the estimated and projected consolidated financial position of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 20052021, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets Annual Financial Statements of the Borrower as at December 31, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLPG▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and of the Target Parties reported on by and accompanied by an unqualified report from R▇▇▇▇▇▇▇ + Rowella, LLP present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries or the Targets and their Subsidiaries as at such datedate (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 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 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 respective fiscal years periods then endedended (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, thereto and all financial statements delivered by the Borrower to the Administrative Agent pursuant to Section 6.1 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). No None of any Group Member has had, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency Foreign Currency swap or exchange transaction or other obligation in respect of derivatives, that that, to the extent required to be shown in accordance with GAAP, are not reflected in the most recent financial statements referred to in this paragraph. During , other than certain liabilities of the period from December 31, 2005 to and including Target Loan Parties for which indemnification is specifically provided for under the date hereof there Acquisition Agreement or has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken reflected as a wholereduction in purchase price under the Acquisition Agreement.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet Each of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 audited consolidated financial statements 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 Company and its consolidated Subsidiaries as at dated 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, 20032014, and the related consolidated statements of income income, shareholders’ equity and of cash flows for the fiscal years Fiscal Year ended on such dates (the “Consolidated Financial Statements”)that date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly independent public accountants and (ii) the unaudited consolidated financial condition statements of the Borrower as at such dateCompany and its Subsidiaries dated March 31, 2015, and the related consolidated results statements of its operations income, shareholders’ equity and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been period ended on that date: (i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein, subject, in the aforementioned firm case of accountants such unaudited financial statements, to ordinary, good faith year end and disclosed therein). No Group Member has any audit adjustments and the absence of footnote disclosure; (ii) fairly present in all material Guarantee Obligationsrespects the financial condition, results of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or any unusual forward or long-term commitmentscontingent, including any interest rate or foreign currency swap or exchange transaction or other obligation of the Company and its consolidated Subsidiaries as of the date thereof. (b) Each of (x) the December 31, 2014 Annual Statement of each Insurance Subsidiary and (y) the March 31, 2015 Quarterly Statement of each Insurance Subsidiary (collectively, the “Historical Statutory Statements”): (i) were prepared in respect of derivativesaccordance with SAP, that are not except as may be reflected in the most recent notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments; and (ii) were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial statements referred condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and changes in Capital and Surplus of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to have been disclosed or provided for in this paragraph. During such Historical Statutory Statement. (c) The financial projections, budgets and estimates are as to future events provided to the Agent prior to the date hereof have been prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time that they are provided to the Agent, it being understood and agreed that (i) financial projections, budgets and estimates are as to future events and are not to be viewed as facts, (ii) financial projections, budgets and estimates are subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, (iii) no assurance can be given that any particular financial projections, budgets or estimates will be realized and (iv) actual results during the period or periods covered by any such projections, budgets or estimates may differ significantly from the projected, budgeted or estimated results and such differences may be material. (d) Since December 31, 2005 to and including the date hereof 2014, there has been no Disposition by any Group Member material adverse change in the business, properties, results of any material part operations or financial condition of the business or property of the Group Members Company and its Subsidiaries, taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries and related pro forma consolidated statements of income of the Company as at December March 31, 2005 (including the notes thereto) 2013 (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 consummation of the Senior Unsecured Notes and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingTransactions. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Company 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 Company and its consolidated Subsidiaries as at December March 31, 2005, 2013 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 consolidated financial statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, delivered pursuant to Section 4.1(c) present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated 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 applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee ObligationsSince January 1, 2013, there have been no transactions entered into by Company or any unusual forward or long-term commitmentsof its consolidated Subsidiaries, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected than those in the most recent financial statements referred ordinary course of business, which are material with respect to in this paragraph. During the period from December 31Company and its consolidated Subsidiaries considered as one enterprise, 2005 to and including except for regular quarterly distributions on the date hereof common units of the Company on February 6, 2013 and May 8, 2013, there has been no Disposition by any Group Member dividend or distribution of any material part kind declared, paid or made by the Company on any class of the business or property of the Group Members taken as a wholeits Capital Stock.

Financial Condition. (a) The Borrower has previously furnished to the Bank true and complete copies of the combined balance sheets as at December 30, 1996 and December 29, 1997 and the related combined statements of income and owners' equity for the fifty-two-week period ended December 30, 1996 and December 29, 1997, respectively, of the Borrower and its Subsidiaries, certified, with respect to the December 30, 1996 financial statements, by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Company, P.C., and with respect to the December 29, 1997 financial statements, a draft has been provided by an independent accounting firm acceptable to the Bank. The Borrower also has furnished to the Bank certain unaudited pro forma financial statements of the Borrower as follows: a consolidated and consolidating balance sheet of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 2005 (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 thereof1998, and presents fairly on a pro forma basis the estimated financial position consolidated and consolidating statements of operations of the Borrower and its consolidated Subsidiaries for the six month period then ended (collectively, the "June Financial Statements"). Except as at December 31set forth in Schedule 3.1(A), 2005the June Financial Statements fairly present in all material respects, assuming that in accordance with GAAP, the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets financial position and results of operations of the Borrower and its Subsidiaries as at December 31, 2005, December 31, 2004 of the date and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended period shown therein on such dates (a basis consistent with prior periods, subject to year-end audit adjustments. Except as provided in Schedule 3.1(A) and the “Consolidated Financial Statements”)other Schedules to this Agreement, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition none of the Borrower as at such date, and the consolidated results of or its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, Subsidiaries 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). No Group Member has any material Guarantee Obligationscontingent obligations, contingent liabilities or any liabilities for taxes, long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto. During the period from December 31, 2005 to and including Since the date hereof of the aforementioned financial statements, there has been no Disposition by any Group Member of any material part adverse change in the business, operations, assets or financial or other condition of the business or property of the Group Members taken Borrower and its Subsidiaries, considered as a whole, except as disclosed in Schedule 3.1(B) attached hereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 Parent Borrower and its consolidated Subsidiaries as at of December 31, 20052013, December 31, 2004 2014 and December 31, 2003, 2015 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report reports from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly fairly, in all material respects, 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, of the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by a Responsible Officer of the aforementioned firm of accountants Parent Borrower, and disclosed thereinin any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2015, to and including the date hereof Closing Date, except in connection with the consummation of the Spin-Off Transactions or as permitted by the Predecessor Term Loan Credit Agreement, there has been no Disposition sale, transfer or other disposition by any Group Member the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Group Members Parent Borrower and its consolidated Subsidiaries, 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 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 the Lenders on or prior to the Closing Date.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2020 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2020 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2020.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”)Initial Projections, copies of which have heretofore been furnished to each the Lender, has have been prepared giving effect (as if such events had occurred on such date) to (i) the Loans consummation of the Transaction, (ii) the Term Loan 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 Initial Projections have been prepared based on the best information available to the Borrower Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2005the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such datedates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Initial Financial Statements”), reported on including reports thereon by and accompanied by an unqualified report from Deloitte & and Touche LLP, present fairly the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such datethe dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years periods then ended. 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). No Group Member Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are is not reflected in the most recent financial statements referred to in this paragraphclause (b). During the period from December 31, 2005 2006 to and including the date hereof Closing Date there has been no Disposition by Holdings or any Group Member of its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at December 31April 1, 2005 (including the notes thereto) 2007 (the “Pro Forma Balance Sheet”), copies a copy of which have has heretofore been furnished to each Lenderthe 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, (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 Restricted Subsidiaries as at December 31April 1, 20052007, 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, 20032006, and the related consolidated statements of income and of cash flows for the fiscal years Fiscal Year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 respective fiscal years Fiscal Year then ended. The unaudited consolidated balance sheet of the Borrower as at April 1, 2007, and the related unaudited consolidated statements of income and cash flows for the 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 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 as approved by the aforementioned firm of accountants and disclosed therein). No As of the Closing Date, neither the Borrower nor any Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that should be and are not reflected under GAAP in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2006 to and including the date hereof there has been no Disposition Asset Sale by the Borrower or any Group Member of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 Parent Borrower and its consolidated Subsidiaries as at of December 31, 20052008, December 31, 2004 2009 and December 31, 2003, 2010 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report reports from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly fairly, in all material respects, 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, of the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by a Responsible Officer of the aforementioned firm of accountants Parent Borrower, and disclosed thereinin any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2010, to and including the date hereof Closing Date, except in connection with the consummation of the Transactions or as permitted by the Predecessor ABL Credit Agreement, there has been no Disposition sale, transfer or other disposition by any Group Member the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Group Members Parent Borrower and its consolidated Subsidiaries, 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 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 the Lenders on or prior to the Closing Date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31August 15, 2005 1998 (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 (iiiii) 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 31August 15, 20051998, 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 as at December 31March 28, 20051998, December 31March 29, 2004 1997 and December 31March 30, 2003, 1996 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified a report from Deloitte & Touche 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, 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). No Group Member has The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31March 28, 2005 1998 to and including the date hereof there has been no Disposition by any Group Member the Borrower of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet audited Consolidated financial statements of the Borrower and its consolidated Subsidiaries as at December 31for the fiscal years ended 2001, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”)2002 and 2003, 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 together 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 consolidated Consolidated statements of income or operations, equity and of cash flows for the fiscal years ended on such dates dates, (ii) the “unaudited Consolidated Financial Statements”)financial statements of the Borrower and its Subsidiaries for the six-month period ending on the last day of the month that ended immediately prior to the Closing Date, reported together with the related Consolidated statements of income or operations, equity and cash flows for the six-month period ending on by such date and accompanied by an unqualified report from Deloitte & Touche LLP(iii) a pro forma balance sheet of the Borrower and its Subsidiaries, giving effect to the initial borrowings and the other transactions contemplated to occur on the Closing Date, as of the last day of the month that ended immediately prior to the date twenty (20) days prior to the Closing Date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly 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 Subsidiaries as of the respective fiscal years then ended. All such date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments and the absence of footnotes) and results of operations for the period covered thereby; and (C) with respect to clause (a)(i) above, show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The projections of the related schedules Borrower and notes thereto, its Subsidiaries delivered to the Administrative Agent on or prior to the Closing Date (consisting of balance sheets and statements of income and cash flows prepared on a quarterly basis through the first four complete fiscal quarters after the Closing Date and thereafter on an annual basis through 2010) 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholegood faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries Borrower’s audited financial statements as at December 31, 2005 (including 2009 and unaudited financial statements dated October 31, 2010, as heretofore furnished to the notes thereto) Bank (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 consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Historical Financial Statements”), reported have been prepared in accordance with GAAP on a consistent basis (except, in the case of the unaudited financial statements, for the omission of footnotes and prior period comparative data required by GAAP and accompanied by an unqualified report for variations from Deloitte & Touche LLP, GAAP which in the aggregate are not material) and fairly present fairly the consolidated financial condition of the Borrower as at such date, dates and the consolidated results of its operations and its consolidated cash flows changes in financial position for the respective fiscal years periods then ended. All Other than the Clearwater Senior Notes Subsidiary Guarantee, the Borrower has no material liabilities which have not been disclosed in such financial statements, including statements or otherwise disclosed in writing to 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)Bank. No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from Since December 31, 2005 2009, no event has occurred which could reasonably be expected to cause a Material Adverse Occurrence. (b) The Historical Financial Statements present fairly the financial condition of the Borrower on a pro forma basis assuming consummation of the Clearwater Merger Transactions as of the last day of the period covered thereby, except that the Historical Financial Statements do not reflect (i) the satisfaction and including 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) the Clearwater Senior Notes Subsidiary Guarantee, and (iii) subject to the proviso in Section 9.13(x)(ii), the restrictions existing on the date hereof there has been no Disposition by any Group Member of any material part of in the business or property of the Group Members taken as a wholeClearwater Senior Notes Indenture.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Financial Statements 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, and (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 Financial Statements have been prepared based on the best information available to assumptions deemed reasonable at the Borrower as time of the date of delivery preparation thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower Holdings and its consolidated Subsidiaries as at of December 31, 2005, 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 sheets of the Borrower Holdings and its Subsidiaries as at of December 31, 20052010, December 31, 2004 2011, and December 31, 20032012, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche PriceWaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower Holdings 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, 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31January 1, 2005 2013 to and including the date hereof hereof, there has been no Disposition by any Group Member of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 financial statements of the Borrower as at December 31Parent dated June 30, 20051998, December 31June 30, 2004 1999 and December 31June 30, 20032000, and the related consolidated statements of income or operations, shareholders' equity and of cash flows for the fiscal years periods ended on such dates 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, including the related schedules and notes thereto, have been i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein; (ii) present fairly the aforementioned firm financial condition of accountants Parent and its Subsidiaries as of the dates thereof and results of operations for the periods covered thereby; and (iii) except as specifically disclosed therein). No Group Member has any in Schedule 6.11, show all material Guarantee indebtedness and other liabilities, direct or contingent, of Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations, or any unusual forward or long-term commitmentsto the extent required by GAAP to be shown on such financial statements. (b) Since June 30, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives2000, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition 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 any Group Member of any the Company and certified as true and correct in all material part respects by a Responsible Officer of the business or property Company. (d) The Company has furnished to each Agent and each Lender financial projections and covering the period from the commencement of the Group Members taken 2002 fiscal year through the 2010 fiscal year. Such projections were prepared by the Company and its Subsidiaries in good faith on the basis of information and assumptions that the Company and its senior management believed to be reasonable as a wholeof the date of such projections and such assumptions are reasonable as of the Restatement Date (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Company's control, and that no assurance can be given that the projections will be realized).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the US Borrower and its consolidated Subsidiaries as at December 31June 30, 2005 2008 (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 use of proceeds thereof, (ii) the issuance of the Senior Unsecured Notes and the use of proceeds thereof and (iiiii) 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 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 December 31June 30, 20052008, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the US Borrower and its Subsidiaries as at December 31, 2005, December 31, 2004 2006 and December 31, 20032007, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 statementsstatements of the US Borrower and its Subsidiaries, 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). No Group Member As of the Closing Date, no Loan Party has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2007, to and including the date hereof Closing Date, there has been no Disposition by any Group Member Loan Party or its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 and its Subsidiaries as at December of October 30, 2011, October 31, 20052010 and November 1, December 31, 2004 and December 31, 2003, 2009 and the related consolidated statements of income operations, equity and of cash flows for the fiscal years Fiscal Years ended on such dates (the “Consolidated Financial Statements”)October 30, 2011, October 31, 2010 and November 1, 2009, reported on by and accompanied by an unqualified report reports from Deloitte Ernst & Touche Young LLP, and (ii) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries and the related consolidated statements of operations, equity and cash flows for the fiscal quarters ended January 29, 2012 and April 29, 2012 present fairly fairly, in all material respects, the consolidated financial condition of the Borrower as at such datedates, and the consolidated results statements of its operations and its consolidated cash flows for the respective fiscal years periods then 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 consistently throughout the periods involved covered thereby (except as approved by the aforementioned firm of accountants a Responsible Officer, and disclosed thereinin any such schedules and notes). No Group Member 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 Guarantee Obligations, part of its business or property and no purchase or other acquisition by the Borrower and its Subsidiaries of any unusual forward business or long-term commitments, property (including any interest rate or foreign currency swap or exchange transaction or Capital Stock of any other obligation Person) which in respect either case is material in relation to the consolidated financial condition of derivativesthe Borrower and its Subsidiaries, that are taken as a whole, which is not reflected in the most recent foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) As of the Closing Date, except as set forth in the financial statements referred to in this paragraph. During the period from December 31Subsection 5.1(a), 2005 to and including the date hereof there has been are no Disposition by any Group Member liabilities of any material part Loan Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which would reasonably be expected to result in a Material Adverse Effect. (c) The pro forma balance sheet and statements of operations of the business or property Borrower and its Subsidiaries, copies of which have heretofore been furnished to each Lender, are the balance sheet and statements of operations of the Group Members taken Borrower and its Subsidiaries as a wholeof 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 consummation of the Transactions, and the Extensions of Credit hereunder on the Closing Date. (d) The Projections have been prepared by management of the Borrower in good faith based upon assumptions believed by management to be reasonable at the time of preparation thereof (it being understood that such Projections, and the assumptions on which they were based, may or may not prove to be correct).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31June 30, 2005 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 (as if such events had occurred on such date) 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, (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 31June 30, 20052003, 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, 20052002, December 31, 2004 2001 and December 31, 20032000, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, 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. 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 consolidated balance sheet of the Borrower as at September 30, 2003, 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 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). The unaudited consolidated balance sheet of the Schlumberger Business as at September 30, 2003, 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 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 GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Except as described on Schedule 5.1, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31January 1, 2005 2003 to and including the date hereof there has been no Disposition by any Group Member the Borrower of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet Seller has delivered to the Purchaser true and correct copies of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 following: audited consolidated balance sheets of the Borrower Seller as at of December 31, 2005, December 31, 2004 1995 and December 31, 20031994; the unaudited consolidated balance sheet of the Seller as of December 31, and 1996 (the related "Unaudited Balance Sheet"); audited consolidated statements of income income, consolidated statements of retained earnings, and consolidated statements of cash flows of the Seller for the fiscal years ended on such dates 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 “Consolidated "Financial Statements”"), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present . Each such consolidated balance sheet presents fairly the consolidated financial condition condition, assets, liabilities, and stockholders' equity of the Borrower as at such date, and the consolidated results of its operations 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 for presents fairly the respective fiscal years then endedinformation purported to be shown therein, in each case subject in the case of such unaudited consolidated balance sheet, consolidated statement of income, consolidated statement of retained earnings, and consolidated balance sheet to changes resulting from year-end audit adjustments. All such The financial statements, including the related schedules and notes thereto, statements referred to in this Section 4.1(c) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied consistently throughout the periods involved (except as approved otherwise permitted by GAAP or, with respect to financial statement footnotes, the rules and regulations of the Securities and Exchange Commission (the "Commission") 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 material adverse change in the business, 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 aforementioned firm terms of accountants and disclosed therein). No Group Member any outstanding series of Preferred Stock, neither the Seller nor any Subsidiary has any material Guarantee Obligationsauthorized, declared, paid, or effected any unusual forward dividend or long-term commitments, including any interest rate or foreign currency swap or exchange transaction liquidating or other obligation distribution in respect of derivativesits capital stock or other outstanding equity interests or any direct or indirect redemption, that are not reflected 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 most recent financial statements referred to in this paragraph. During ordinary course; and (iv) Neither the period from December 31, 2005 to and including the date hereof there Seller nor any Subsidiary has been no Disposition suffered an extraordinary loss (whether or not covered by insurance) or waived any Group Member right of any material part of the business or property of the Group Members taken as a wholevalue.

Financial Condition. (a) 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 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 Company and its consolidated Subsidiaries as at September 30, 2018 delivered pursuant to Section 7.1(b) and the related consolidated statements of income or operations, shareholder’s equity and cash flows for the 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 pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December 31September 30, 2005 2018 (including the 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 each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on consummation of the Closing Date Transactions and the use of proceeds thereof, (ii) the issuance of the Senior Unsecured Notes other transactions and the use of proceeds thereof and (iii) the payment of fees and expenses events described in connection with the foregoingSection 7.1(m). The Pro Forma Balance Sheet has been prepared in good faith based on upon assumptions believed by the best information available Company to the Borrower be reasonable as of the date of delivery thereofthereof to the Administrative Agent and as of the date hereof, and, subject to the qualifications and limitations contained in the notes attached thereto, presents fairly in all material respects on a pro forma basis basis, the estimated financial position of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005the Pro Forma Balance Sheet Date, 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 consolidated statements of income and of cash flows for the fiscal 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, 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Financial Statements 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 Acquisition, (ii) 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 Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present 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, 2005, Group Members assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets sheet of the Borrower as at of December 31, 2005, December 31, 2004 and December 31, 20032019, and the related consolidated statements statement of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young, LLP, present fairly in all material respects 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 year then ended. The unaudited balance sheet of the Borrower as at June 30, 2020, and the related unaudited consolidated statements of income and cash flows for the 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 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 as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has The Borrower does not have, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2019 to and including the date hereof hereof, there has been no Disposition by any Group Member the Borrower of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at of December 31, 2005 (including 2001, and the notes thereto) (related consolidated statements of income or operations, shareholder's equity and cash flows for 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 fiscal year ended on such date) to that date (i) were prepared in accordance with GAAP consistently applied throughout the Loans to be made on the Closing Date period covered thereby, except as otherwise expressly noted therein; and the use of proceeds thereof, (ii) fairly present 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 of the events specified in date thereof and results of operations for the preceding sentence had actually occurred at such dateperiod covered thereby. (b) The audited unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31of September 30, 2005, December 31, 2004 and December 31, 20032002, and the related consolidated statements of income or operations, shareholder's equity and of cash flows for the fiscal years year ended on such dates that date (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, including the related schedules and notes thereto, have been i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved 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 (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) 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, 2002, on an updated Schedule attached to the Compliance Certificate delivered by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in Borrower with the most recent annual financial statements referred delivered pursuant to Section 6.01(a). (d) Since September 30, 2002, no event or condition has occurred which, either individually or in this paragraph. During the period from December 31aggregate, 2005 has had or could reasonably be expected to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken have a Material Adverse Effect, except as a wholedisclosed on Schedule 5.13(d).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Financial Statements 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, and (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 foregoingTransaction Costs. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 2005, 2022 assuming that the events specified in the preceding sentence had actually occurred at such date. (bi) The audited consolidated financial statements (balance sheets sheet, income statement and statements of cash flows) of the Borrower as at and its Subsidiaries for the fiscal year ended on December 31, 20052021, December 31(ii) the unaudited consolidated financial statements (balance sheet, 2004 income statement and December 31, 2003, and the related consolidated statements of income and statement of cash flows flows) of the Borrower and its Subsidiaries for the fiscal years calendar month ended on such dates (the “Consolidated Financial Statements”)June 30, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP2022, each, 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 the respective fiscal years periods then ended. All such financial statementsstatements of the Borrower, including the related schedules and notes theretothereto (if applicable), 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). No Group Member has has, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2021 to and including the date hereof hereof, there has been no Disposition by any Group Member of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) Credit Parties have delivered to the Purchasers the audited annual financial statements of the Company dated as of June 30, 2020 and June 29, 2019, 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 unaudited quarterly financial statements of the Company dated as of September 30, 2020, 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 Unaudited Financial Statements” and, with the Last Audited Financial Statements, collectively, the “Company Historical Financial Statements”). (b) The unaudited pro Company Historical Financial Statements have been prepared in accordance with IFRS consistently applied during the periods involved (except for normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material)). The Company Historical Financial Statements fairly present in all material respects the assets, liabilities and financial position of the Company and its results of operations and changes in financial position and cash flows as of the respective dates and for the periods specified, all in accordance with IFRS consistently applied during the periods involved. The Company Historical Financial Statements are consistent with the 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 June 30, 2018, there has been no Material Adverse Effect. (d) Neither any Credit Party nor any Subsidiary has any Indebtedness (other than Indebtedness permitted pursuant to Section 8.2) or any Contingent Obligations (other than Contingent Obligations permitted pursuant to Section 8.8) other than as set forth in the Last Unaudited Financial Statements. Pro forma consolidated balance sheet statement of financial position of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005 (including of the notes thereto) Third Restatement Closing Date after giving effect to the issuance of the Notes (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 but not any application of the Senior Unsecured Notes and proceeds have been delivered to the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingPurchasers. 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 in all material respects, the estimated financial position of the Borrower Company and its consolidated the Subsidiaries in accordance with IFRS as at December 31, 2005, assuming that of the events specified in the preceding sentence had actually occurred at such dateThird Restatement Closing Date. (be) The Company’s auditors, who audited consolidated balance sheets 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 Borrower as at December 31directors, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal 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 officers or employees of the Borrower as at such date, and the consolidated results Company or any of its operations and its consolidated cash flows 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 respective fiscal years then ended. All such financial statementsCompany or Holdings, including or to the related schedules and notes theretoknowledge of the Company, have been prepared in accordance with GAAP applied consistently throughout any associate or affiliate of any of the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member foregoing had or has any material Guarantee Obligationsinterest, direct or indirect, in any transaction or any unusual forward proposed transaction with the Company or long-term commitments, including Holdings or any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member either of any material part of the business or property of the Group Members taken as a wholetheir Subsidiaries.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet Each of the Borrower financial statements delivered pursuant to Section 6.1(r) and Section 7.1 (other than the Annual Budgets, the Operating Forecasts and the financial statements delivered pursuant to Sections 6.1(r)(v) and (vi)) present fairly in all material respects the financial condition of the Persons covered by such financial statements as at such date, and have been prepared in accordance with GAAP or GAAP adjusted on an Economic Basis plus or minus any Allowed Reserve, as applicable, in each case applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein and, with regard to the non-annual financial statements, subject to normal year-end adjustments and the absence of footnotes). (b) The Annual Budgets and the Operating Forecasts have been prepared in good faith under the direction of a Responsible Person of the General Partner. The Annual Budgets and the Operating Forecasts were based upon good faith estimates and assumptions believed by the Loan Parties to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (c) Except as set forth on Schedule 5.1(c) hereto, neither the MLP nor any of its consolidated Subsidiaries as has, at December 31the date of the most recent balance sheet referred to in Section 5.1(a), 2005 (any material Guarantee Obligation, contingent liability or liability for taxes, or any material long-term lease or unusual forward or long-term commitment, including any material interest rate or foreign currency swap or exchange transaction or other financial derivative which is not reflected in the foregoing statements or in the notes thereto. (d) (the “The Pro Forma Balance Sheet”), copies of which Financial Statements 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 Extensions of Credit to be made on the Closing Restatement Effective Date and the use of proceeds thereof, (ii) the issuance consummation of the Senior Unsecured Notes and the use of proceeds thereof Kildair Acquisition and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the U.S. Borrower as of the date of delivery thereof, and presents present fairly on a pro forma basis the estimated financial position of the U.S. Borrower and its consolidated Subsidiaries as at December 31September 30, 20052014, assuming that the events specified in the preceding sentence had actually occurred at such date (e) The Projections have been prepared based upon good faith estimates and assumptions believed by management of the U.S. Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (bf) The audited consolidated balance sheets of the Borrower as at December 31, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal 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, 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2013 to and including the date hereof Restatement Effective Date, there has been no Disposition sale, transfer or other disposition by any Group Member Loan Party or any of their respective consolidated Subsidiaries of any material part of the their respective business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Group Members taken as a wholeconsolidated financial condition of such Loan Party and its consolidated Subsidiaries at December 31, 2013, other than those sales, transfers, dispositions and acquisitions listed on Schedule 5.1(f).

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2022 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2022 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2022.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”covenant compliance certificate described in Section 5.1(l), 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 Funding Date and the use of proceeds thereof, (ii) the issuance repayment of Indebtedness under the Senior Unsecured Notes Existing Credit Agreement and the use of proceeds thereof Existing Term Loan Agreement and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet Such certificate 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 covenant compliance of the Borrower and its consolidated Subsidiaries as at December 31, 2005the Funding Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at December 31, 2005, December 31, 2004 and December 31, 20032006, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG, present fairly the consolidated financial condition of the Borrower Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years year then ended. The unaudited consolidated balance sheet of Holdings and its Subsidiaries as at September 30, 2007, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated 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 GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and except for the lack of footnotes with interim statements). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2006 to and including the date hereof there has been no Disposition by any Group Member of any material part of the its business or property other than the prepayment of the Group Members taken as a wholemortgage note of Alliance Hospital and Centinela Hospital Medical Center.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2008 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2008 to and including the date hereof there hereof, except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2008.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2005 (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 31February 27, 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 consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower Holdings 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 year then ended. All such financial statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as approved by such accountants and disclosed therein). (b) The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at November 27, 2005, and the related unaudited consolidated statements of income and 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 consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and 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 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). No Group Member has Holdings and its Subsidiaries as of November 27, 2005 did not have, and since such date and prior to the Closing Date did not incur, assume or create, any material Guarantee Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or in the financial statements referred to in paragraph (a) of this subsection (other than foreign exchange transactions in the ordinary course of business as permitted by subsection 8.8). (c) 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 unaudited 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, (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. During the period from December 31, 2005 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 including correct as of the date hereof there has been no Disposition by any Group Member of any delivery thereof and presents fairly, in all material part respects, on a pro forma basis the financial position of Holdings and its consolidated Subsidiaries as of January 22, 2006 as adjusted, as described above, assuming that the business or property events specified in the preceding sentence had actually occurred as of the Group Members taken as a wholesuch date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at December 31April 1, 2005 (including the notes thereto) 2007 (the “Pro Forma Balance Sheet”), copies a copy of which have has heretofore been furnished to each Lenderthe 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, (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 Restricted Subsidiaries as at December 31April 1, 20052007, 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, 20032006, and the related consolidated statements of income and of cash flows for the fiscal years Fiscal Year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 respective fiscal years Fiscal Year then ended. The unaudited consolidated balance sheet of the Borrower as at April 1, 2007, and the related unaudited consolidated statements of income and cash flows for the 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 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 as approved by the aforementioned firm of accountants and disclosed therein). No As of the Closing Date, neither the Borrower nor any Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that should be and are not reflected under GAAP in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2006 to and including the date hereof there has been no Disposition Asset Sale by the Borrower or any Group Member of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet statements of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 Company and its consolidated Subsidiaries as at of 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, 20031999, and the related consolidated statements of income loss, stockholders' equity and of cash flows for the fiscal years year ended on such dates (that date and the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the unaudited consolidated financial condition statements of the Borrower as at such date, and the consolidated results of its operations Company and its consolidated cash flows for Subsidiaries as of December 31, 2000 included in the respective fiscal years then ended. All such financial statementsdraft dated March 23, including 2001 of the related schedules and notes thereto, have been Company's Annual Report on Form 10-K delivered to the Purchaser: (i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein, (ii) fairly present, in all material respects, the aforementioned firm financial condition of accountants the Company and disclosed thereinits Subsidiaries as of the date thereof and results of operations for the period covered thereby and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date thereof (including liabilities for taxes and material commitments). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in ; except with respect of derivativesto (i) and (ii), that are not reflected the Company's independent auditors have advised the Company that they intend to include a "going concern" qualification in the most recent opinion of the auditors to be included with the financial statements referred to be included in this paragraph. During the Company's Annual Report on Form 10-K. The unaudited consolidated balance sheet of the Company as of February 28, 2001, attached hereto as Section 4.10(a) of the Disclosure Schedule, reflects all liabilities of the Company and its Subsidiaries as of such date in accordance with GAAP consistently applied throughout the period from covered thereby. (b) Since December 31, 2005 to and including the date hereof 2000, there has been no Disposition by any Group Member of any Material Adverse Effect and since February 28, 2001, there has been no material part increase in the liabilities of the business or property of the Group Members taken as a wholeCompany and its Subsidiaries.

Financial Condition. The Borrower has heretofore furnished or made available to the Lenders (a1) The unaudited the audited consolidated balance sheet and statements of income, stockholders equity and cash flows of the Borrower as of and for the fiscal years ended May 31, 2008, May 31, 2009 and May 31, 2010, certified by its chief financial officer, (2) the consolidated balance sheet and statements of income, stockholders equity and cash flows of the Borrower as of and for the fiscal quarters ended November 30, 2009, and February 28, 2010, (3) the pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December May 31, 2005 (including 2010 previously delivered to the notes thereto) Administrative Agent (the “Pro Forma Balance Sheet”) and a pro forma statement of operations for the twelve-month period ending on May 31, 2010 previously delivered to the Administrative Agent (the “Pro Forma Statement of Operations”), copies of which have heretofore been furnished to in each Lender, has been case prepared after giving effect (as if such events had occurred on such date) to (i) the Loans to be made on consummation of the Closing Date Initial Share Repurchase and the use of proceeds thereof, Transactions. Such financial statements described in clauses (ii1) the issuance - (2) of the Senior Unsecured Notes preceding sentence present fairly, in all material respects, the financial position and results of operations and cash flows of the use Borrower and its consolidated Subsidiaries, in each case, as of proceeds thereof such dates and (iii) the payment of fees and expenses for such periods in connection accordance with the foregoingGAAP, subject to year-end audit adjustments. The Pro Forma Balance Sheet has been prepared based on and Pro Forma Statement of Operations present fairly, in all material respects, 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 and results of operations of the Borrower and its consolidated Subsidiaries as Subsidiaries, on a pro forma basis after giving effect to the consummation of the Transactions based upon good faith estimates and assumptions believed to be reasonable at December the time made, it being recognized by the Lenders that such Pro Forma Balance Sheet and Pro Forma Statement of Operations may differ from the projected results set forth therein by a material amount. Since May 31, 20052010, assuming there has been no development or event that the events specified has had or could reasonably be expected to have a Material Adverse Effect. Except as disclosed 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 consolidated statements of income and of cash flows for the fiscal 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, 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to above or the notes thereto and except as set forth in this paragraph. During any periodic filing with the period from December 31Securities and Exchange Commission by the Borrower, 2005 after giving effect to and including the date hereof there has been no Disposition by any Group Member Transactions, none of the Borrower or its Subsidiaries has, as of the Closing Date, any material part of contingent liabilities or material unrealized losses except as evidenced by the business or property of the Group Members taken as a wholeLoan Documents.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 2004 (including the notes thereto) (the “Pro Forma Balance Sheet”, 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 Loans consummation of the Refinancing (including without limitation the application of the proceeds hereof pursuant to be made on the Closing Date Section 4.16) 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 foregoingforegoing (including such adjustments, the “Pro Forma Balance Sheet”). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower in good faith 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, 20052004, 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 as at December 31, 2005, December 31, 2004 and December 31, 20032004, and the related consolidated statements of income and of cash flows for the such fiscal years year, ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 the respective such fiscal years then endedyear. 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). No Group Member has any 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 such fiscal quarter, certified on behalf of the Borrower by its chief financial officer were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject in each case to the absence of footnotes and to normal year-end audit adjustments. As of the Closing Date, the Borrower and its Subsidiaries have no material Guarantee Obligations, material contingent liabilities or material liabilities for taxes, or any material long-term leases or material unusual forward or material long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, to the extent same are required to be so reflected. During the period from December 31, 2005 2004 to and including the date hereof Closing Date there has not been no Disposition any sale, lease, license sale and lease back, assignment, conveyance transfer or other disposition by any Group Member of the Borrower or its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Holdings as of June 30, 1996, a copy of which has heretofore been furnished to each Lender, presents fairly, in all material respects, in accordance with GAAP, the Borrower 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 Registration Statement, neither Holdings nor any of its Subsidiaries had any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect. (b) The audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2005 (including 1995, as restated, and the notes thereto) (related consolidated statements of operations, stockholders' equity and cash flows for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by Deloitte & Touche LLP, copies of each 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 consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in accordance with GAAP in all material respects the consolidated financial condition of the Borrower Holdings and its Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for the respective fiscal years period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved (except as approved concurred in by the aforementioned firm of accountants and disclosed thereinAccountants (as defined below). No Group Member has Except as disclosed in the Registration Statement, neither Holdings nor any of its Subsidiaries had, as of the date of such financial statements, any material Guarantee Obligationsobligation, contingent or any unusual forward or long-term commitmentsotherwise, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which was not reflected in the most recent financial foregoing statements referred to or in this paragraph. During the period from notes thereto and which would have a Material Adverse Effect. (c) Except as set forth in the Registration Statement, since December 31, 2005 to 1995, there have not been any events or states of fact which individually or in the aggregate would have a Material Adverse Effect. (d) Between December 31, 1995 and including the date hereof there has Closing Date, except as disclosed in Schedule 5.6(d), no dividends or other distributions have been no Disposition by declared, paid or made upon any Group Member shares of any material part capital stock of the business or property Company nor have any shares of capital stock of the Group Members taken as a wholeCompany been redeemed, retired, purchased or otherwise acquired by the issuer thereof.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31September 30, 2005 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 Balance SheetFinancial Statements”), copies of which have heretofore been furnished to each Lender, has 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 events transactions had occurred on September 30, 2013 (in the case of such dateunaudited pro forma balance sheet) to or at the beginning of such twelve-month period (i) in the Loans to be made on the Closing Date and the use case of proceeds thereof, (ii) the issuance such unaudited statement of the Senior Unsecured Notes and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingoperations). The Pro Forma Balance Sheet has Financial Statements have been prepared based on in good faith by the best information available to the Borrower as of the date of delivery thereofBorrower, and presents 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 December 31September 30, 20052013, and for such period then ended, assuming that the events specified in the preceding sentence such transactions had actually occurred at such datedate or at the beginning of such period, as the case may be. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31September 30, 20052012 and September 30, December 31, 2004 and December 31, 20032013, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche Touche, LLP, as the case may be, 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 the respective fiscal years then ended. 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2012 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2012 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2012.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2023 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2023 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2023.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries and related pro forma consolidated statements of income of the Company as at December March 31, 2005 (including the notes thereto) 2015 (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 consummation of the Senior Unsecured Notes and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingTransactions. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Company 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 Company and its consolidated Subsidiaries as at December March 31, 2005, 2015 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 consolidated financial statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, delivered pursuant to Section 4.1(c) present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated 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 applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee ObligationsSince January 1, 2015, there have been no transactions entered into by Company or any unusual forward or long-term commitmentsof its consolidated Subsidiaries, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected than those in the most recent financial statements referred ordinary course of business, which are material with respect to in this paragraph. During the period from December 31Company and its consolidated Subsidiaries considered as one enterprise, 2005 to and including except for regular quarterly distributions on the date hereof common units of the Company paid on February 12, 2015 and May 12, 2015, there has been no Disposition by any Group Member dividend or distribution of any material part kind declared, paid or made by the Company on any class of the business or property of the Group Members taken as a wholeits Capital Stock.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) 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 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 (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared in good faith based on the best information available assumptions believed by Parent to the Borrower 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 the Borrower Parent and its consolidated Subsidiaries as at December 31, 20052009, assuming that the events specified in the preceding sentence had actually occurred at such datedate and giving effect to the other assumptions set forth therein. (b) The audited consolidated balance sheets of the Borrower Parent as at December 31, 2005, December 31, 2004 2009 and December 31, 20032008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)December 31, 2009, December 31, 2008 and December 31, 2007, reported on by and accompanied by an unqualified a report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent as at such datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules . (c) Parent and notes thereto, its Subsidiaries do not 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). No Group Member has any material Guarantee ObligationsGuarantee, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected or disclosed in the notes in the most recent financial statements of Parent referred to in this paragraphparagraph or otherwise permitted by this Agreement and disclosed to the Lenders in writing. During the period from December 3118, 2005 2009 to and including the date hereof there has been no Disposition by Parent or any Group Member of its Subsidiaries of any material part of the business its Business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) i. The unaudited pro forma consolidated audited balance sheet of the Borrower and its consolidated Subsidiaries as at of December 31, 2005 1997, and the related audited income statement and cash flows of Borrower, (including the notes thereto) (the “Pro Forma Balance Sheet”collectively, "Financials"), copies of which have heretofore been furnished delivered to each LenderBank by Borrower are true and correct, 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 Financials fairly present the financial condition 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 dates thereof and the results of delivery thereofthe operations of Borrower for the periods covered thereby, 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 consolidated statements of income and of cash flows for the fiscal 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, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied generally accepted accounting principles on a basis consistently throughout maintained. Since December 31, 1997, there have been no events or occurrences which, individually or in the periods involved (except as approved by 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 aforementioned firm date of accountants such balance sheet, other than in the ordinary and disclosed therein)normal course of its business which could not reasonably be expected to have a Materially Adverse Effect. No Group Member has any material Guarantee ObligationsExcept for Borrower's obligations under the Loan Documents, and the Indebtedness for Borrowed Money reflected in SCHEDULE 12(b)(iv) attached hereto, or any unusual forward as permitted hereunder, Borrower has no Indebtedness for Borrowed Money or long-term commitments, including any interest rate guaranties or foreign currency swap or exchange transaction or other obligation contingent obligations in respect of derivatives, that are not reflected in the most recent Indebtedness for Borrowed Money. ii. The projected consolidated financial statements referred to in this paragraph. During of Borrower and its subsidiaries for the period from fiscal years ending December 31, 2005 1998, December 31, 1999, and December 31, 2000 ("Projections"), copies of which have heretofore been delivered by Borrower to and including Bank, have been prepared on the date hereof there has been no Disposition by any Group Member of any material part basis of the business or property assumptions accompanying them and reflect the best good faith estimates by Borrower of the Group Members taken performance of Borrower for the periods covered thereby, and the financial condition of Borrower as a wholeof the dates thereof, based on such assumptions. Without limiting the foregoing, Bank acknowledges that there are no assurances that the Borrower's actual financial performance will be consistent with these projections.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet sheets and income statements of the Borrower and its consolidated Subsidiaries as at Consolidated Parties for the fiscal years ended December 31, 2005 1999, December 31, 2000, December 31, 2001 and December 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 Loans to be made on the Closing Date and the use of proceeds thereofhave been audited by Deloitte & Touche, (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 consolidated statements of income and of cash flows for the fiscal 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, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by iii) present fairly (on the aforementioned firm of accountants and basis disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements referred of earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 2002 and prior to the Closing Date (i) have been prepared in this paragraphaccordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. During the period from December 31, 2005 2002 to and including the date hereof Closing Date, there has been no Disposition sale, transfer or other disposition by any Group Member Consolidated Party of any material part of the business or property of the Group Members 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, 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. (b) The financial statements and other information delivered pursuant to Section 5.1(g) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 1.3) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the General Partner and the Consolidated Parties as of such date and for such periods.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2013 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2013 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2013.

Financial Condition. (a) The unaudited pro forma consolidated combined balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31November 30, 2005 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 Closing Merger 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 foregoingExchange Offer and Merger. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Company as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated combined financial position of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2005the 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 Safety-Kleen as of December 31, 1996 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 Arth▇▇ ▇▇▇e▇▇▇▇, ▇▇esent fairly the consolidated financial condition of Safety-Kleen as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. To the best of the Company's knowledge, 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 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 date 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. (c) The audited consolidated balance sheets sheet of the Borrower Holdings as at December August 31, 2005, December 31, 2004 and December 31, 20031997, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte Coopers & Touche LLPLybr▇▇▇, present ▇▇esent fairly the consolidated financial condition of the Borrower Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years year then ended. 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 relevant firm of accountants and disclosed therein). No Group Member has The balance sheet referred to above reflects any material Guarantee Obligations, or contingent liabilities and liabilities for taxes, and any long-term leases and unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in each case as of the most recent financial statements referred to in this paragraphdate of such balance sheets. During the period from December August 31, 2005 1997 to and including the date hereof there has been no Disposition by Holdings or any Group Member of its Subsidiaries of any material part of the its business or property other than the sale by the Company of the Group Members taken as a whole.ECDC Environmental, L.C.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2021 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor's independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2021 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2021.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower Parent and its consolidated Consolidated Subsidiaries as at of December 31, 2005 (including 2013, the notes thereto) (related consolidated statement of income, partners’ equity and cash flow of the “Pro Forma Balance Sheet”)Parent and its Consolidated Subsidiaries for the fiscal year ended on said date, 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) were prepared in accordance with GAAP consistently applied throughout the Loans to be made on the Closing Date and the use of proceeds thereofperiod covered thereby, except as otherwise expressly noted therein; (ii) fairly present the issuance financial condition of the Senior Unsecured Notes Parent and its Consolidated Subsidiaries as of the use date thereof and their results of proceeds thereof 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 the payment of fees Parent and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower its Consolidated Subsidiaries as of the date of delivery thereof, including liabilities for taxes, material commitments 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 dateIndebtedness. (b) The audited unaudited consolidated balance sheets of the Borrower as at December 31Parent and its Consolidated Subsidiaries dated September 30, 2005, December 31, 2004 and December 31, 2003, 2014 and the related consolidated statements of income or operations, partners’ equity and of cash flows flow for the fiscal years quarter ended on such dates that date (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, including the related schedules and notes thereto, have been i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein, and (ii) fairly present the aforementioned firm financial condition of accountants the Parent and disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect its Consolidated Subsidiaries as of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During date thereof and their results of operations for the period from covered thereby, subject to the absence of footnotes and to normal year-end audit adjustment. (c) Since December 31, 2005 to and including the date hereof 2013, (i) there has been no Disposition by any Group Member of any material part of event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, and (ii) the business or property of Parent and the Group Members taken as a wholeother Loan Parties have been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 Parent Borrower and its consolidated Subsidiaries as at of December 31, 20052008, December 31, 2004 2009 and December 31, 2003, 2010 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report reports from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly fairly, in all material respects, 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, of the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by a Responsible Officer of the aforementioned firm of accountants Parent Borrower, and disclosed thereinin any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2010, to and including the date hereof 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 Disposition sale, transfer or other disposition by any Group Member the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Group Members Parent Borrower and its consolidated Subsidiaries, 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 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 the Lenders on or prior to the Closing Date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 The Audited Financial Statements 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 Parent and its Subsidiaries as at December 31the end of the Fiscal Years ended January 29, 20052022 and January 28, December 31, 2004 and December 31, 2003, 2023 and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for such Fiscal Years, including the fiscal years ended on such dates (the “Consolidated Financial Statements”)notes thereto, 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, including the related schedules and notes thereto, have been PricewaterhouseCoopers LLP (i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by the aforementioned firm of accountants and disclosed 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 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 covered thereby, except as otherwise expressly noted therein, subject, in the case of clauses (i) and (ii). No Group Member , to the absence of footnotes and to normal year-end audit adjustments. (iii) Except as set forth on Schedule 5.01(c), as of the First Amendment Effective Date, none of Parent or its Subsidiaries (i) has any material Guarantee Obligations, contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraph. During Section 5.01(a) or (b) which would in accordance with GAAP be so reflected in a consolidated balance sheet of the 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 Subsidiary. (iv) As of the First Amendment Effective Date, the Financial Performance Projections delivered to the Agent and attached hereto as Schedule 5.01(d) represent the Loan Parties’ good faith estimate of future financial performance and are based on assumptions believed by the Loan Parties to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Agent and 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 the Financial Performance Projections may materially differ from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholeprojected results set forth therein.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Borrower as of the Borrower and its consolidated Subsidiaries as at December 31, 2005 Funding Date (including the notes thereto) (the “Pro Forma Balance Sheet”), copies a copy of which have heretofore been furnished to each LenderAgent, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Funding Date and the use of proceeds thereof, (ii) the issuance of the Senior Unsecured Notes and the use of proceeds thereof and (iiiii) the payment of fees fees, expenses and expenses taxes 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 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, 2005of the Funding Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited unaudited consolidated balance sheets sheet of the Borrower as at December 31June 30, 2005, December 31, 2004 and December 31, 20032013, and the related unaudited consolidated statements of income and of cash flows for the fiscal years six-month period ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLPdate, 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 six-month period then endedended (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 involved, except that the reports for June 30, 2013 are on a cash basis, subject to year-end audit adjustment. (except c) Except as approved by the aforementioned firm of accountants and disclosed thereinprovided on Schedule 3.1(c). No Group Member , no Loan Party has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long-long term commitments, including including, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred delivered pursuant to in this paragraphSection 5.1 of the Existing Credit Agreement. During the period from December 31June 30, 2005 2013 to and including the date hereof there has been no Disposition by any Group Member Loan Party of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2022 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2022 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property Property, nor has it purchased or otherwise acquired any business or Property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2022.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have Parent has heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the Administrative Agent and the Lenders the following: (i) the Loans to be made on consolidated balance sheets and related consolidated statements of income, cash flows and shareholders’ equity of (a) the Closing Date Parent and its subsidiaries and (b) the Borrower and the use Subsidiaries, each as of proceeds thereofand for the fiscal year ended December 31, 2008, reported on by KPMG LLP, a registered independent public accounting firm, and (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 consolidated statements of income and of cash flows of (a) the Parent and its subsidiaries and (b) the Borrower and the Subsidiaries, each as of and for the fiscal years quarter ended on such dates September 30, 2009 and the portion of the fiscal year then ended, certified by its chief financial officer; and (ii) with respect to the Borrower and the Subsidiaries, forecasts of financial performance through and including the Maturity Date (the “Consolidated Financial StatementsForecasts”). The financial statements referred to above (other than the Forecasts) present fairly, reported in all material respects, the financial position and results of operations and cash flows of such Persons as of such dates and for the indicated periods in accordance with GAAP, subject in the case of the quarter-end statements to year-end audit adjustments and the absence of footnotes. The Forecasts have been prepared in good faith by the Parent and based on assumptions believed to be reasonable at the time they were made, it being understood that forecasts by their nature are uncertain and accompanied by an unqualified report from Deloitte & Touche LLPno assurance is being given that the results reflected in such forecasted financial information will be achieved. Since December 31, present fairly 2008, there has been no material adverse change in the consolidated business, assets, operations or 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, 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members Subsidiaries taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its consolidated combined Subsidiaries as at December 31September 24, 2005 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, 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 Plan of Arrangement, (ii) 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 assumptions believed by the best information available Parent Borrower to have been reasonable at the Borrower as of the date of delivery thereoftime made, and presents fairly on a pro forma basis the estimated financial position of the Parent Borrower and its consolidated Subsidiaries as at December 31September 24, 20052006, assuming that the events specified in the preceding sentence had actually occurred at such datedate (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 the Company” and on pages 94 and 95, to 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 significant uncertainties and contingencies, many of which are beyond the Parent Borrower’s control). (b) The audited consolidated combined balance sheets of the Borrower Weyerhaeuser Fine Paper Business as at December 31, 2005, December 3126, 2004 and December 3125, 20032005, and the related consolidated combined statements of income operations and of cash flows for each of the fiscal years in the three-year period ended on such dates (the “Consolidated Financial Statements”)December 25, 2005, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, independent public accountants, present fairly fairly, in all material respects, the consolidated 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 Borrower Weyerhaeuser Fine Paper Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years 39-week period then endedended (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 as approved by involved. As of the aforementioned firm Closing Date, neither the Parent Borrower nor any of accountants and disclosed therein). No Group Member its Subsidiaries has any material Guarantee Obligations, contingent liabilities and liabilities for Taxes, or any material long-term leases or unusual forward or long-term 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 December 31September 24, 2005 2006 to and including the date hereof there has been no Disposition by the Weyerhaeuser Fine Paper Business or any Group Member of its Subsidiaries of any material part of the business or property of the Group Members 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 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 and liabilities for Taxes, or any material long-term leases or unusual forward or long-term 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). During the period from September 30, 2006 to and including the date hereof there has been no Disposition by the Canadian Borrower or any of its Subsidiaries of any material part of the business or property of the Canadian Borrower and its Subsidiaries, taken as a whole, except for the sale of the Canadian Borrower’s stock in Norampac.

Financial Condition. (a) 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 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 Company and its consolidated Subsidiaries as at September 30, 2017 delivered pursuant to Section 7.1(b) and the related consolidated statements of income or operations, shareholder’s equity and cash flows for the 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 pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December 31September 30, 2005 2017 (including the 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 each Lenderthe Administrative Agent, 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 consummation of the Senior Unsecured Notes and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingTransactions. The Pro Forma Balance Sheet has been prepared in good faith based on upon assumptions believed by the best information available Company to the Borrower be reasonable as of the date of delivery thereofthereof to the Administrative Agent and as of the date hereof, and, subject to the qualifications and limitations contained in the notes attached thereto, presents fairly in all material respects on a pro forma basis basis, the estimated financial position of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005the Pro Forma Balance Sheet Date, 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 consolidated statements of income and of cash flows for the fiscal 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, 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including 2024 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 2024 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property Property, nor has it purchased or otherwise acquired any business or Property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2024.

Financial Condition. (a) The unaudited pro forma audited consolidated and consolidating balance sheet sheets and income statements of APF for the Borrower and its consolidated Subsidiaries as at calendar years ended December 31, 2005 1998 and December 31, 1999 (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 thereofhave been audited by Pricewaterhouse Coopers, (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 consolidated statements of income and of cash flows for the fiscal 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, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by iii) present fairly (on the aforementioned firm of accountants and basis disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of APF as of such date and for such periods. The unaudited interim balance sheets of APF as at the end of, and the related unaudited interim statements referred of earnings and of cash flows for, each calendar month and quarterly period ended after December 31, 1999 and prior to the Closing Date (i) have been prepared in this paragraphaccordance with GAAP consistently applied throughout the periods covered thereby and (ii) 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 APF as of such date and for such periods. During the period from December 31, 2005 1999 to and including the date hereof Closing Date, there has been no Disposition sale, transfer or other disposition by any Group Member of APF or the Combined Parties of any material part of the business or property of the Group Members Combined 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 Combined Parties 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 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. (b) The financial statements delivered pursuant to Section 5.1(i) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 5.1(i)) 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 APF (or, if applicable, the New REIT) as of such date and for such periods.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 Acquisition, (ii) 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 believed by the Borrower to be reasonable and correct as of the date of delivery thereof, and presents fairly the Borrower’s good faith estimate on a pro forma basis of 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 Without giving effect to the Acquisition, the audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPG▇▇▇▇ ▇▇▇▇▇▇▇▇, present fairly in all material respects 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 year then ended. 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). No Group Member During the period from December 31, 2005 to and including the date hereof there has been no Disposition by the Borrower of any material Guarantee Obligationspart of its business or Property, or any unusual forward or long-term commitmentsother than as permitted by the Existing Credit Agreement. (c) The audited consolidated balance sheet of the Target and its consolidated Subsidiaries as at December 31, 2005, 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 Ernst & Young, present fairly in all material respects the consolidated financial condition of the Target 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, including any interest rate or foreign currency swap or exchange transaction or other obligation the related schedules and notes thereto, have been prepared in respect accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphaccountants and disclosed therein). During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member the Target of any material part of the its business or property Property, other than in the ordinary course of business as permitted by the Group Members taken as a wholeAcquisition Agreement.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at of December 31, 2005 (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, 20032006, and the related consolidated statements of income operations and of retained earnings and cash flows for the fiscal years year ended on such dates (date, certified by Amper, Politziner & Mattia, P.C. , co▇▇▇▇ ▇f which certified statements have heretofore been furnished to the “Consolidated Financial Statements”)Bank, reported on by are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly the consolidated financial condition of the Borrower and each of its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows changes in financial position for the respective fiscal years year then ended. All such Such certified financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout GAAP. (b) The unaudited consolidated balance sheet of the periods involved (except Borrower and its Subsidiaries as approved by of March 31, 2007, and the aforementioned firm related consolidated statements of accountants operations and disclosed therein)retained earnings and cash flows for the fiscal quarter ended on each such date, copies of which certified statements have heretofore been furnished to the Bank, are complete and correct and present fairly the financial condition of the Borrower and its Subsidiaries as at such date, and the results of its operations and changes in financial position for such fiscal quarter then ended. No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitmentsSuch certified financial statements, including schedules and notes thereto, have been prepared in accordance with GAAP. (c) Schedule 3.1 sets forth a true and complete list of all Indebtedness (including liabilities for taxes) of the Borrower and its Subsidiaries as of the Effective Date (after giving effect to the Transactions), in each case (other than the Obligations (other than Indebtedness under Swap Contracts)) showing the aggregate principal amount thereof and the name of each respective borrower and any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, entity that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December guaranteed such Indebtedness. (d) Since May 31, 2005 to and including the date hereof 2007, there has been no Disposition by any Group Member of any material part of event or circumstance, either individually or in the business aggregate, that has had or property of the Group Members taken as could reasonably be expected to have a wholeMaterial Adverse Effect.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet sheets of the Borrower each of MGI and its consolidated Subsidiaries as at of December 31, 2005 1994, 1995 and 1996 and the audited consolidated statements of earnings, statements of shareholders' equity and statements of cash flows for the years ended December 31, 1994, 1995 and 1996 have heretofore been furnished to each Lender. The unaudited interim consolidated financial statements of MGI for the nine-month period ended September 30, 1997 have heretofore been furnished to the Lenders. Such financial statements (including the notes thereto) (i) in the “case of the financial statements described in the first sentence of this subsection 5.1(a) have been audited by KPMG Peat Marwick LLP (with respect to the 1994 and 1995 financial statements) and Coopers & Lybr▇▇▇, ▇.L.P. (with respect to the 1996 financial statements), (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby except for in the case of unaudited financial statements described in the second sentence of this subsection 5.1(a), for the absence of footnotes, and (iii) present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of MGI and its consolidated Subsidiaries as of such dates and for such periods (subject to normal year-end audit adjustments). During the period from December 31, 1996 to and including the Effective Date, except as provided in the Transaction Documents, there has been no sale, transfer or other disposition by MGI and its consolidated Subsidiaries of any material part of the business or property of MGI and its consolidated Subsidiaries, in each case 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 MGI 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 or has not otherwise been disclosed in a writing to the Lenders on or prior to the Effective Date. (b) The audited consolidated balance sheets of each of CERA and its consolidated Subsidiaries as of June 30, 1995, 1996 and 1997 and the audited consolidated statements of earnings, statements of shareholders' equity and statements of cash flows for the years ended June 30, 1995, 1996 and 1997 have heretofore been furnished to each Lender. The unaudited interim consolidated financial statements of CERA for the three-month period ended September 30, 1997 have heretofore been furnished to the Lenders. Such financial statements (including the notes thereto) (i) in the case of the financial statements described in the first 42 42 sentence of this subsection 5.1(b) have been audited by KPMG Peat Marwick LLP, (ii) except for in the case of the unaudited financial statements described in the second sentence of this subsection 5.1(b), for the absence of footnotes, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of CERA and its consolidated Subsidiaries as of such dates and for such periods (subject to normal year-end audit adjustments). During the period from June 30, 1997 to and including the Effective Date, except as provided in the Transaction Documents, there has been no sale, transfer or other disposition by CERA and its consolidated Subsidiaries of any material part of the business or property of CERA and its consolidated Subsidiaries, in each case 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 CERA 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 or has not otherwise been disclosed in a writing to the Lenders on or prior to the Effective Date. (c) The pro forma condensed combined balance sheet of the Parent, CERA and the Borrower (the "Pro Forma Balance Sheet”"), certified by a Responsible Officer of the Parent, copies of which have heretofore been furnished to each Lender, has been prepared giving is the balance sheet of the Parent, CERA and the Borrower as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to the matters referred to therein (i) including the Loans to be made on the Closing Date Transactions 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 foregoingfinancing contemplated hereby). 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 consolidated statements of income and of cash flows for the fiscal 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, including the related schedules and notes thereto, have been was prepared in accordance with GAAP applied consistently throughout Article 11 (Pro Forma Financial Information) of Regulation S-X under the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholeSecurities Act.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 and its Subsidiaries as at December 31, 20052007, December 31, 2004 2008 and December 31, 20032009, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young 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 the respective fiscal years then ended. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for each fiscal quarter ended after December 31, 2009 and at least 45 days prior to the Effective Date, and the related unaudited consolidated statements of income and cash flows for the period ended on such date, will 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 the 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 as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long-long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2009 to and including the date hereof there has been no Disposition by any Group Member of any material part of the its business or property of the Group Members taken as a wholethat, if this Agreement had been in effect at such time, would have been prohibited hereunder.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 The audited Consolidated financial statements of proceeds thereof, (iiA) the issuance of the Senior Unsecured Notes Acquired Company and the use of proceeds thereof its Subsidiaries, and (iiiB) 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 Parent and its consolidated Subsidiaries as at December 31Consolidated Subsidiaries, 2005in each case for the fiscal years ended 2010 and 2009, 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 including related consolidated Consolidated statements of income or operations, equity and of cash flows for the fiscal years ended on such dates dates, (ii) the “unaudited Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition statements of the Borrower as Acquired Company and its Subsidiaries for the year-to-date period ending on the last day of the fiscal quarter that ended at least twenty (20) days prior to the Closing Date, including the related Consolidated of income or operations, equity and cash flows for the year-to-date period ending on such date, and (iii) the consolidated results unaudited year to date consolidating balance sheet of its operations the Parent and its consolidated cash flows for the respective fiscal years then ended. All such financial statementsSubsidiaries, including the actual balance sheet of the Acquired Company and estimating the effect of the Acquisition, as of December 31, 2011 and the related schedules consolidating statements of operations required to calculate EBITDA for the Parent and notes theretoits Subsidiaries for such period, have been to include the actual results of the Acquired Company through December 31, 2011: (A) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein; and (B) fairly present in all material respects the aforementioned firm financial condition of accountants the Parent and disclosed therein). No Group Member has any material Guarantee Obligationsits Subsidiaries, or any unusual forward or long-term commitmentsas applicable, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect as of derivativesthe date thereof (subject, that are not reflected in the most recent case of the unaudited financial statements referred statements, to in this paragraph. During normal year-end adjustments) and results of operations for the period from covered thereby. (b) The projections of the Parent and its Subsidiaries through the fiscal year ending December 31, 2005 2016 delivered to and including the Investors on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions as of the date hereof there has been no Disposition by any Group Member of any material part of delivered and taking into account the business or property of the Group Members taken as a wholeTransactions.

Financial Condition. [(a)] (a) [(i)](i) The unaudited pro forma audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Holdings as at December 31, 2005 (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[2002,]2006, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of the Borrower Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years year then ended. All , (ii) the unaudited consolidated balance sheet of Holdings as at March 31, [2003,]2007, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments) and (iii) all such financial statements, including the any 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 thereintherein and, in the case of clause (ii), except for the absence of footnotes). No As of the Amendment Effective Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph[, any financial statements for any periods after March 31, 2003 delivered prior to the Amendment Effective Date or the Confidential Information Memorandum dated June 26, 2003 relating to the syndication of the Tranche B Term Loans] (it being understood that “material” shall be construed in the context of all Group Members taken as a whole). During the period from December 31, 2005 [2002]2006 to and including the date hereof hereof, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (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 sheet of the Borrower Parent and its Subsidiaries as at of December 31, 2005, December 31, 2004 and December 31, 200320172023, and the related consolidated statements of income or operations, shareholder’s equity and of cash flows for such fiscal year of Parent and its Subsidiaries, including the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and notes thereto accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present LLP thereon, presents fairly in all material respects the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or other periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (unless otherwise noted therein or in the notes thereto) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, therein or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent notes thereto). (b) The unaudited, consolidated balance sheet of Parent and its Subsidiaries as of JuneSeptember 30, 20182023 and the related consolidated statements of operations and cash flows of Parent and its Subsidiaries for the six-month period then ended, present fairly in all material respects the consolidated financial condition of Parent and its Subsidiaries as at such date, and the consolidated results of its operations and cash flows for the six-month period then ended. All such financial statements have been prepared in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes) unless otherwise noted therein or in the notes thereto. (c) The Pro Forma Financial Statements have been prepared in good faith by Pa▇▇▇▇ ▇nd each other Borrower and based on assumptions believed by Parent and each such Borrower to be reasonable when made and at the time so furnished, and the adjustments used therein are believed by each of them to be appropriate to give effect to the transactions and circumstances referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholetherein.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet Each of the Borrower and its consolidated Subsidiaries as at December 31, 2005 financial statements described below (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished provided to each Lenderthe Administrative Agent for distribution to the Lenders), has have been prepared giving effect in accordance with GAAP consistently applied throughout the periods covered thereby, are complete and correct in all material respects and present fairly the financial condition and results from operations of the entities and for the periods specified (subject in the case of interim company-prepared statements to normal year-end adjustments and the absence of footnotes and subject in the case of the financial statements prepared on a pro forma as if such events had occurred adjusted basis to the statement as to basis of presentation set forth on such date) to page F-4 of the Registration Statement): (i) the Loans to be made on balance sheet of the Closing Date Borrower as at March 31, 1998 and the use related statements of proceeds thereofincome and changes in stockholders equity for the period from inception (March 20, 1998) to March 31, 1998, accompanied by the audit report thereon of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇; (ii) the issuance balance sheets of certain of the Senior Unsecured Notes Credit Parties (other than the Borrower) and the use related statements of proceeds thereof operations, stockholders' equity and cash flows as at the dates set forth therein and for the respective periods then ended, all as set forth as pages F-15 through F-143 of the Registration Statement, accompanied by the audit reports thereon of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or such other independent public accountants as are identified therein; (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 unaudited 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 adjusted balance sheets of the Borrower as at December 31, 20051997 and March 31, 1998 and the related unaudited pro forma as adjusted statements of income for the respective fiscal year and fiscal quarter then ended, as set forth as pages F-4 through F-9 of the Registration Statement; and (iv) the unaudited pro forma as adjusted statement of income of the Borrower for the fiscal quarter ended December 31, 2004 and December 31, 2003, 1997 and the related consolidated statements of income and of cash flows for the fiscal 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 unaudited pro forma as adjusted balance sheet of the Borrower as at such dateJune 30, 1998 and the consolidated results related unaudited pro forma as adjusted statement of its operations and its consolidated cash flows income for the respective fiscal years quarter then ended. 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in Borrower on a basis consistent with the most recent unaudited pro forma as adjusted financial statements referred to described in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholeSection 6.1(iii).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December March 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has 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, (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 foregoingTransactions. 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 Borrower’s good faith estimate of the estimated financial position of the Borrower and its consolidated Subsidiaries as at December March 31, 2005, assuming that the events specified in the preceding sentence Transactions had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2005, December of March 31, 2004 and December March 31, 20032005, and the related consolidated statements of income earnings and of cash flows for each of the fiscal three years in the period ended on such dates (the “Consolidated Financial Statements”)March 31, 2005, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition position of the Borrower and its consolidated Subsidiaries as at such dateof March 31, 2004 and March 31, 2005, and the consolidated results of its operations and its consolidated cash flows for each of the respective fiscal three years then endedin the period ended March 31, 2005 in conformity with GAAP. 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 firms of accountants and disclosed therein). No Group Member has Other than as set forth in Schedule 4.1 as of the Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (or in the notes thereto other than Guarantee Obligations in respect of the Obligations or the Senior Notes). During Other than as set forth in Schedule 4.1, during the period from December March 31, 2005 to and including the date hereof there has been no Disposition by the Borrower or any Group Member of its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower TWTC and its consolidated Subsidiaries as at December 31, 2005 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 (as if such events had occurred on such date) to (i) the Loans to be made on issuance of the Closing Date High Yield Notes and the use of proceeds thereof, (ii) the issuance termination of the Senior Unsecured Notes Existing Credit Agreement and the use payment of proceeds thereof amounts then owing thereunder 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 and assumptions believed by TWTC to the Borrower be reasonable as of the date of delivery thereof, and presents fairly fairly, based on such information and assumptions, on a pro forma basis the estimated financial position of the Borrower TWTC and its consolidated Subsidiaries as at December 31, 20052003, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets sheet of the Borrower TWTC as at December 31, 2005, December 31, 2004 and December 31, 20032002, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly the consolidated financial condition of the Borrower TWTC as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years year then ended. The unaudited consolidated balance sheet of TWTC as at September 30, 2003, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of TWTC 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 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 as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has TWTC and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2002 to and including the date hereof there has been no Disposition by TWTC or any Group Member of its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31June 30, 2005 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 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 (iiiii) 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 31June 30, 20052002, 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, 20051999, December 31, 2004 2000 and December 31, 2003, 2001 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly the consolidated financial condition position 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 unaudited consolidated balance sheet of the Borrower as at June 30, 2002, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial position 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 ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and any notes theretothereto (except as contemplated by GAAP or in the case of any notes to the financial statements dated as of June 30, 2002), 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). No Group Member has As of the date of the most recent financial statements referred to in this paragraph (b), the Borrower and its Subsidiaries did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are were not reflected in the most recent such financial statements referred to in this paragraphstatements, except as set forth on Schedule 4.1(b). During the period from December 31, 2005 2001 to and including the date hereof hereof, there has been no Disposition by any Group Member the Borrower of any material part of the its business or property of the Group Members taken Property, except as a wholeset forth on Schedule 4.1.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet financial statements of the Borrower Company and its consolidated Subsidiaries dated as at of December 31, 2005 (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, 20032011, and the related consolidated statements of income or operations, stockholders’ equity and of cash flows for the fiscal years year ended on such dates that date: (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, including the related schedules and notes thereto, have been i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein; (ii) fairly present the aforementioned firm financial condition of accountants the Company and disclosed therein). No Group Member has any its Subsidiaries as of the dates thereof and the results of operations for the periods covered thereby; and (iii) except as set forth on Schedule 6.11, show all material Guarantee Obligationsindebtedness and other liabilities, absolute or any unusual forward or long-term commitmentscontingent, of the Company and its consolidated Subsidiaries as of the dates thereof, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from liabilities for all material taxes and material Contingent Obligations. (b) Since December 31, 2005 to and including the date hereof 2011, there has been no Disposition by any Group Member of any material part Material Adverse Effect. (c) As of the business or property Funding Date, the pro forma consolidated financial statements as to the Company and its Subsidiaries giving effect to the Target Acquisition and all Indebtedness incurred in connection therewith (including, without limitation, the Term Loans to be made on the Funding Date), copies of which have been furnished to the Administrative Agent pursuant to Section 5.02(e), fairly present the pro forma financial condition of the Group Members taken Company and its Subsidiaries as a wholeof the date thereof and the pro forma results of operations of the Company and its Subsidiaries for the periods covered thereby, all in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. (d) As of the Funding Date, the forecasted balance sheets, income statements and cash flows of the Company and its Subsidiaries delivered pursuant to Section 5.02(e) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Company to be reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Company’s best estimate of its future financial condition and performance.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31the fiscal year end November 30, 2005 (including 2001 and the notes thereto) (related audited consolidated statements of income and retained earnings and of cash flows for the “Pro Forma Balance Sheet”)fiscal year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte and Touche, LLP, 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 Buyer are complete and the use of proceeds thereof, (ii) the issuance of the Senior Unsecured Notes correct 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 consolidated statements of income and of cash flows for the fiscal 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 Guarantor and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years year then ended. 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). No Group Member has Except as set forth on Schedule 10.3(a) attached hereto, neither the Guarantor nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto. During the period from December August 31, 2005 2002 to and including the date hereof there has been no Disposition sale, transfer or other disposition by the Guarantor or any Group Member of its consolidated Subsidiaries of any material part of the its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken Guarantor and its consolidated Subsidiaries on the date hereof (b) The operating forecast and cash flow projections of the Seller and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Buyer, have been prepared in good faith under the direction of a Responsible Officer of the Seller, and in accordance with GAAP. The Seller has no reason to believe that as a wholeof the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.

Financial Condition. The Borrower has delivered the following financial statements and projections to the Administrative Agent and the Lenders: (a) The audited balance sheets and the related statements of income and of cash flows of the Borrower and its consolidated Subsidiaries for the fiscal year ended December 31, 2006; (b) unaudited pro forma balance sheets and the related statements of income and of cash flows of the Borrower and its consolidated Subsidiaries for fiscal quarter ended March 31, 2007; (c) unaudited monthly balance sheets and related statements of income for the Borrower and its consolidated Subsidiaries through the month most recently ended prior to the Closing Date for which such statements are available; (d) an opening balance sheet of the Borrower and its consolidated Subsidiaries as at December of March 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared 2007 giving effect (as if such events had occurred on such date) to (i) the initial Loans hereunder and the other transactions to be made occur on the Closing Date Date; and (e) five-year projections (consisting of projected balance sheets and statements of income and cash flows prepared by the use of proceeds thereof, (iiBorrower) 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 31Subsidiaries, 2005which shall have been prepared in good faith based upon reasonable assumptions. The financial statements referred to in subsections (a), 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(c), and the related consolidated statements of income (d) above are complete and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by correct 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 endedSubsidiaries as of such dates. 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). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related statement of income of the U.S. Borrower and its consolidated Restricted Subsidiaries as at December January 31, 2005 (including the notes thereto) 2011 (the “Pro Forma Balance SheetFinancial Information”), copies of which have heretofore been furnished to each Lender, has have 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 thereof, (ii) the issuance of the Senior Unsecured Notes and the use of proceeds thereof and (iii) the payment of fees and expenses on the Closing Date in connection with the foregoing. The Pro Forma Balance Sheet Financial Information has been prepared based on the best information available to the U.S. 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 U.S. Borrower and its consolidated Restricted Subsidiaries as at December January 31, 2005, 2011 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the U.S. Borrower and its Restricted Subsidiaries as at December January 31, 20052009, December January 31, 2004 2010 and December January 31, 20032011, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)January 31, 2009, January 31, 2010 and January 31, 2011, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Deloitte Ernst & Touche LLPYoung, present fairly in all material respects the consolidated financial condition of the U.S. Borrower and its Restricted 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, 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). No Group Member has Loan Party has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents, any material Guarantee Obligations, contingent liabilities, or any long term leases or unusual forward or long-long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma Companies have heretofore furnished to the Agent and each Lender (i) the audited consolidated balance sheet of the Borrower EDO and its Subsidiaries and the related audited consolidated statements of income, retained earnings and cash flow of EDO and its Subsidiaries as at audited by KPMG, LLP, independent certified public accountants, for the fiscal year ended December 31, 2005 (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 thereof1999, (ii) the issuance audited consolidated balance sheet of the Senior Unsecured Notes AIL and its Subsidiaries and the use related audited consolidated statements of proceeds thereof income, retained earnings and cash flow of AIL and its Subsidiaries audited by Ernst & Young, LLP for the fiscal year ended December 31, 1999 and (iii) the payment unaudited consolidated balance sheet 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 EDO 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 consolidated statements of income income, retained earnings and cash flow of cash flows EDO and its Subsidiaries for the fiscal years three month period ended March 31, 2000. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on such dates (a consistent basis, and fairly present the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition and results of operations of EDO and its Subsidiaries as of the Borrower as at date of such date, financial statements and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then endedperiods to which they relate and, since March 31, 2000, no event or condition has occurred which could reasonably be expected to have a Material Adverse Effect. All such financial statementsThe Companies shall deliver to the Administrative Agent, including with a copy for each Lender, a certificate of the related schedules Chief Financial Officer of EDO to that effect on the Closing Date. Other than obligations and notes theretoliabilities arising in the ordinary course of business since March 31, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm 2000, there are no obligations or liabilities contingent or otherwise, of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, EDO or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that its Subsidiaries which are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to or disclosed on such audited statements. (b) Each Company and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholeeach Guarantor is Solvent.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December January 31, 2005 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”)) and related statement of income, copies a copy of which have has heretofore been furnished to each Lenderthe Administrative Agent, has 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, (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 Except as described on Schedule 4.1, the Pro Forma Balance Sheet has been prepared in good faith based on the best information available upon estimates and assumptions believed to the Borrower be reasonable 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 January 31, 20052007, assuming that the events specified in the preceding sentence had actually occurred at such date. Notwithstanding anything to the contrary herein, the Pro Forma Balance Sheet has been prepared using financial information and results with respect to the Acquired Business as if the financial information and results for the Target’s fiscal year ended December 31, 2006 instead pertained to the twelve month period ended January 31, 2007. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Historical Financial Statements”), reported copies of which have heretofore been furnished to the Administrative Agent, except as described on by and accompanied by an unqualified report from Deloitte & Touche LLPSchedule 4.1, present fairly the consolidated financial condition and results of operations of the Borrower as at such date, dates and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years periods then endedended in all material respects (subject to normal year-end audit adjustments, as applicable). All Except as described on Schedule 4.1, 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 chief financial officer of accountants the Borrower and disclosed therein). No Group Member has As of the date hereof, other than in respect of matters described on Schedule 4.1, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent annual financial statements referred to in this paragraphparagraph or the Acquired Business Historical Financial Statements. During the period from December January 31, 2005 2007 to and including the date hereof there has been no Disposition by any Group Member the Borrower of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower All financial statements concerning Guardian, Mutual Central and its consolidated their respective Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been or will hereafter be furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) Lender pursuant 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 consolidated statements of income and of cash flows for the fiscal 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 statementsthis Agreement, including the related schedules and notes theretothose listed below, have been or will be prepared in accordance with GAAP consistently applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, ) and do or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect will present fairly the financial condition of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During corporations covered thereby as at the period from dates thereof and the results of their operations for the periods then ended. (A) The consolidated balance sheets at December 31, 2005 1996 and the related statement of income of Guardian and its Subsidiaries (excluding Mutual Central), for the Fiscal Year then ended, audited by ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co. (B) The consolidated balance sheet at December 31, 1997 and the related statement of income of Guardian and its Subsidiaries (excluding Mutual Central) for the twelve (12) months then ended. (C) The consolidated balance sheet at December 31, 1997 and the related statement of income of Mutual Central and its Subsidiaries for the Fiscal Year then ended, audited by Merdinger, Fruchter, ▇▇▇▇▇ and Corso, P.C.. The Pro Forma (a copy of which is attached hereto as Schedule 4.3) was prepared by Borrowers based on the unaudited consolidated balance sheet of Guardian and its Subsidiaries (excluding Mutual Central) dated December 31, 1997 and the unaudited consolidated balance sheet of Mutual Central and its Subsidiaries dated December 31, 1997 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP. The Projections delivered on the Effective Date and the updated Projections to be delivered from time to time after the Effective Date pursuant to Annex B have been and including will be prepared by Borrowers in light of the past operations of the businesses of Borrowers and their Subsidiaries, and such Projections represent and will represent the good faith estimate of Borrowers and their senior management concerning the most probable course of Borrowers' business as of the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholesuch Projections are prepared and delivered.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”)) as at December 31, copies 2004, a copy of which have has heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (iA) the Loans to be made on financing contemplated by the Closing Date Exit Credit Documents and the use of proceeds thereof, (iiB) the issuance consummation of the Senior Unsecured Notes and transactions contemplated by the use of proceeds thereof Trico Plan and (iiiC) 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 Company as of the date of delivery thereof, thereof and presents fairly on a pro forma basis the estimated financial position of the Borrower Company and its consolidated Subsidiaries as at December 31, 20052004, assuming that the events specified in the preceding sentence had actually occurred at or prior to such date. (b) The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of the Borrower Company 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 year then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at September 30, 2004, and the related unaudited consolidated statements of income and cash flows for the nine month period ended on such date, present fairly the consolidated financial condition of the Company 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. 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). No Group Member has any material Guarantee Obligations, contingent liabilities or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements referred to in this paragraphclause (b) (or the notes thereto) or on Schedule 3.1(b). During the period from December 31September 30, 2005 2004 to and including the date hereof there has been no Disposition by any Group Member of any material part of the its business or property (other than the sale by TMIH to the Company of its Equity Interests in Trico Supply). The parties hereto hereby agree that the incurrence by Trico Shipping of liabilities of the Group Members taken as nature referred to in Item 1 of Schedule 3.1(b) shall not, in and of itself, give rise to a wholebreach of any other representation and warranty set forth herein.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as at December 3130, 2005 (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, 2000 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years year then ended. 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 such accountants and as disclosed therein). No Group Member has The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee ObligationsObligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto. During the period from December 31September 30, 2005 2001 to and including the date hereof there has been no Disposition sale, transfer or other disposition by the Parent or any Group Member of its consolidated Subsidiaries of any material part of the its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeParent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries Group Members as at December March 31, 2005 2008 (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 consummation of the Closing Date and the use of proceeds thereofAcquisition, (ii) the issuance of Loans to be made and the Senior Unsecured 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 Lead 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 Group Members as at December March 31, 20052008, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Group Members as at December 31, 20052007, December 31, 2004 2006 and December 31, 20032005, and the related consolidated statements of income and of cash flows for each of the fiscal years three Fiscal Years ended on such dates (the “Consolidated Financial Statements”)December 31, 2007, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPa Big Four Accounting Firm and included in the Lead Borrower’s Annual Reports on Form 10-K for the Fiscal Years ended December 31, 2006 and December 31, 2007, present fairly the consolidated financial condition of the Borrower as Group Members at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years Fiscal Years then ended. 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). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31June 30, 2005 2003 (including the notes thereto) (the “"Pro Forma Balance Sheet”"), copies of which have heretofore been furnished to the Administrative Agent (which shall make such copies available to each Lender), has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made and the Senior Notes to be issued 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 (iiiii) 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 in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31June 30, 20052003, 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 2001 and December 31, 20032002, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects 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 unaudited consolidated balance sheets of the Borrower as at March 31, 2003 and June 30, 2003, and the related unaudited consolidated statements of income and cash flows for the periods ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the quarterly periods 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 as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes (except for any such tax liabilities to taxing authorities outside of the United States which are not, in the aggregate, material to the Borrower and its Subsidiaries taken as a whole) or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2002 to and including the date hereof there has been no Disposition by any Group Member the Borrower of any material part of the its business or property of Property, except as reflected in the Group Members taken as a wholeforegoing financial statements.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31September 30, 2005 2004 (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 Acquisition, (ii) 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 31September 30, 20052004, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Operating Companies and their respective Subsidiaries as at December 31, 20052001, December 31, 2002, December 31, 2003 and September 30, 2004, and the related combined statements of changes in net assets and cash flows for the ninth month period ended September 30, 2004 and the years ended December 31, 2001, December 31, 2002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLPTouche, present fairly the consolidated financial condition of the Borrower Operating Companies and their respective Subsidiaries as at such datedates, and the consolidated results of its their respective operations and its their respective consolidated cash flows for the respective fiscal months and years then ended. 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 thereinin their reports thereon). No Group Member (other than Holdings, solely pursuant to its guarantee of the obligations of 19 Holdco Limited under the 19 Bridge Loan Agreement) has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 2003 to and including the date hereof there has been no Disposition by any Group Member of any material part of the its business or property of (other than pursuant to the Group Members taken as a wholeAcquisition Documentation).

Financial Condition. (a) The unaudited pro forma audited consolidated and consolidating balance sheet sheets and income statements of the Borrower and its consolidated Subsidiaries as at December 31Consolidated Parties for the fiscal year ended June 30, 2005 2001 (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 thereofhave been audited by Arthur Andersen LLP, (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 consolidated statements of income and of cash flows for the fiscal 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, including the related schedules and notes thereto, have been prepared in accordance with GAAP c▇▇▇▇▇▇▇▇tly applied consistently throughout the periods involved covered thereby and (except as approved by iii) present fairly (on the aforementioned firm of accountants and basis disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements referred of earnings and of cash flows for, each fiscal month period ending after June 30, 2001 but at least 30 days prior to the Closing Date (i) have been prepared in this paragraphaccordance with GAAP consistently applied throughout the periods covered thereby and (ii) 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 such date and for such periods. During the period from December 31June 30, 2005 2001 to and including the date hereof Closing Date, there has been no Disposition sale, transfer or other disposition by any Group Member Consolidated Party of any material part of the business or property of the Group Members 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, which is not reflected in the foregoing financial statements or in the notes thereto or 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, in conformity with GAAP should be, but are not reflected in the foregoing financial statements or in the notes thereto. (b) The pro forma consolidated balance sheet, income statement and statement of cash flows of the Consolidated Parties as of the Closing Date after giving effect to the Transaction and reflecting estimated purchase accounting adjustments is based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. (c) The annual projections (including projected balance sheets, income statements and cash flow statements) for each fiscal year ending after the Closing Date and through the Maturity Date were prepared in good faith on the basis of the assumptions stated therein, which assumptions are fair in light of then existing conditions (it being understood that projections are subject to uncertainties and contingencies and that no assurance can be given that any projection will be realized). (d) The financial statements delivered pursuant to Section 7.1(a) and (b) 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 such date and for such periods.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet financial statements of the Borrower Weatherford and its consolidated Consolidated Subsidiaries as at dated December 31, 2005 (including 1994, and the notes thereto) (related consolidated and consolidating statements of income, shareholders' equity and cash flows for 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 fiscal year ended on such that date) to : (i) were prepared in accordance with GAAP consistently applied throughout the Loans to be made on the Closing Date and the use of proceeds thereofperiod covered thereby, except as otherwise expressly noted therein; (ii) fairly present the issuance financial condition of Weatherford and its Consolidated Subsidiaries as of the Senior Unsecured Notes date thereof and results of operations for the use of proceeds thereof period covered thereby; and (iii) the payment except as specifically disclosed in Schedule 5.11, show all material indebtedness and other liabilities, direct or contingent, of fees Weatherford and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower its Consolidated Subsidiaries as of the date of delivery thereof, including liabilities for taxes, material commitments 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 dateContingent Obligations. (b) The audited consolidated balance sheets financial statements of the Borrower as at Enterra and its Consolidated Subsidiaries dated December 31, 2005, December 31, 2004 and December 31, 20031994, and the related consolidated and consolidating statements of income income, shareholders' equity and of cash flows for the fiscal years year ended on such dates that date: (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, including the related schedules and notes thereto, have been i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein; (ii) fairly present the aforementioned firm financial condition of accountants Enterra and its Consolidated Subsidiaries as of the date thereof and the results of operation for the period covered thereby; and (iii) except as specifically disclosed therein). No Group Member has any in Schedule 5.11, show all material Guarantee Obligationsindebtedness and other liabilities, direct or any unusual forward or long-term commitmentscontingent, of Enterra and its Consolidated Subsidiaries as of the date thereof, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesliabilities for taxes, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from material commitments and Contingent Obligations. (c) Since December 31, 2005 to and including the date hereof 1994, there has been no Disposition Material Adverse Effect. (d) The unaudited pro forma financial information contained in the Joint Proxy Statement/Prospectus of Weatherford and Enterra on Form S-4 (Reg. No. 33-62195), based on the historical consolidated financial statements identified therein, was prepared based upon assumptions deemed reasonable and appropriate by any Group Member Weatherford and Enterra when made; such assumptions continue to be reasonable and appropriate as of the date of this Agreement; and nothing has come to the attention of the Company on or before the Closing Date which has caused, or could reasonably be expected to cause, the unaudited adjusted pro forma balance sheet contained therein to be misleading in any material part of the business or property of the Group Members taken as a wholerespect.

Financial Condition. (a) The unaudited pro forma Except as set forth in Schedule 3.1(a), the consolidated balance sheet sheets, of the Borrower and its consolidated the Subsidiaries as at of December 31, 2005 (including 1997 and the notes thereto) (related statements of income, shareholders' equity and cash flows for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by Ernst & Young, 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) are complete and correct in all material respects and present fairly 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 condition 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 consolidated statements of income and of cash flows for the fiscal 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 their operations and its their shareholders' equity and cash flows for each of the fiscal years then ended. The unaudited consolidated balance sheet of the Parent, the Borrower and the Subsidiaries as at April 30, 1998 and the related unaudited statements of income, shareholders equity and cash flows for the respective fiscal years 5- month period ended on such date, certified by a Responsible Officer of each company, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the financial condition of the Parent, the Borrower and the Subsidiaries as at such date, and the results of their operations and shareholders' equity and cash flows for the 5-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto relating to the audited financials, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). (b) The pro forma balance sheet of the Borrower (the "Pro Forma Balance Sheet") is the balance sheet of the Borrower as at the Closing Date adjusted to give effect to the Loans expected to be made by the Lenders on the Closing Date. No Group Member has The Pro Forma Balance Sheet, together with the notes thereto, presents fairly on a pro forma basis the financial position of the Borrower as at the Closing Date assuming that the events and the assumptions specified in the preceding sentence had actually occurred on such date. (c) Except as set forth in Schedule 3.1(c), each of the Parent, the Borrower and any Subsidiary does not have, at the date of the Pro Forma Balance Sheet referred to above, any material Guarantee ObligationsObligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto. During Except as set forth in Schedule 3.1(c), during the period from December 31, 2005 1997 to and including the date hereof there has been no Disposition sale, transfer or other disposition by the Parent, the Borrower or any Group Member such Subsidiary of any material part of the its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the financial condition of the Group Members taken Parent, the Borrower or any such Subsidiary at December 31, 1997. (d) All balance sheets, all statements of income and shareholders' equity and of cash flows and all other financial information which shall hereafter be furnished by or on behalf of the Parent, the Borrower, or any Subsidiary to the Agent or any Lender for the purposes of, or in connection with, this Agreement or any transaction contemplated hereby have been or will be prepared in accordance with GAAP consistently applied throughout the periods involved (except as disclosed therein) and do or will present fairly (subject to normal year-end adjustment in the case of financial statements for any fiscal quarter) the financial condition of the Parent, the Borrower or any Subsidiary, as the case may be, as at the dates thereof and the results of their operations and their shareholders equity and cash flows for the periods then ended. (e) The operating forecast and cash flow projections of the Parent, the Borrower and the Subsidiaries calculated for the fiscal year ending December 31, 1998 and the business forecast of the Parent, the Borrower, and the Subsidiaries for the period from January 1, 1998 through the Termination Date, each prepared by or under the direct supervision of a wholeResponsible Officer of each company, have each been prepared in good faith and utilizing reasonable assumptions. None of the Parent, the Borrower or any of its Subsidiaries has any reason to believe such operating forecast and projections are materially incorrect or misleading in any material respect.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2005 (including and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor's independent public accountants, copies of which have heretofore been furnished to each Lenderthe Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance financial condition 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 Guarantor 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 consolidated statements of income and of cash flows for the fiscal 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 year then ended. All such Such financial statements, including the any 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 external auditors and as disclosed therein, if any). No Group Member has . (ii) Except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2005 to and including the date hereof there hereof, except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2005.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31June 30, 2005 (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 and the Senior Secured Notes to be issued 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 (iiiii) 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 in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31June 30, 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 and its Subsidiaries as at December 31, 20052004, December 31, 2004 2003 and December 31, 2003, 2002 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, dates and the their 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 Subsidiaries as at June 30, 2005, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date and their consolidated results of operations and consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes (if any) 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). No As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph other than as contemplated by the Loan Documents and the Related Agreements. During the period from December 31June 30, 2005 to and including the date hereof there has been no Disposition by the Borrower or any Group Member of its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeproperty.