Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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 disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30January 31, 2012 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”)) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, has have been prepared giving effect (to the Transactions as if such events had occurred on as of such date) to date (i) in the consummation case of the Transactions, Pro Forma Balance Sheet) or at the beginning of the period (ii) in the Loans to be made and case of the Senior 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 foregoingother financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the MLP 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 MLP Borrower and its consolidated Subsidiaries as of September 30at January 31, 20122010, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower as of December at February 3, 2008, February 1, 2009 and January 31, 2009, December 31, 2010 and December 31, 20112010, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of 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 MLP and its Subsidiaries Borrower as of September 30at January 31, 20122010, and the related unaudited consolidated statements of income and cash flows for the ninetwelve-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninetwelve-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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 January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. Each Obligor has heretofore delivered to the Lenders the following financial statements and information: (a) The unaudited pro forma consolidated balance sheet of the MLP Guarantor and its consolidated Subsidiaries as at September 30, 2012 for the Fiscal Years 2005 through 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 consummation occurrence of the TransactionsEffective Time (as defined in the Merger Agreement), (ii) the Loans to be made and the Senior 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 was prepared in good faith based on upon assumptions believed to be reasonable at the best information available to the MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012time made, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (bi) The audited consolidated balance sheets of the MLP US Airways and Guarantor as of at December 31, 20092004 and the related consolidated statements of income, stockholders' equity and cash flows of US Airways and Guarantor for the Fiscal Year then ended, (ii) the unaudited consolidated balance sheets of US Airways and Guarantor as at June 30, 2005 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of US Airways and Guarantor for the six months then ended, and (iii) audited consolidated balance sheets of AWA Holdings and America West as at December 31, 2010 and December 31, 20112004, and the related consolidated statements of income income, stockholders' equity and of cash flows of AWA Holdings and America West for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of such dateYear then ended, and (iv) the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet sheets of the MLP AWA Holdings and its Subsidiaries America West as of September at June 30, 2012, 2005 and the related unaudited consolidated statements of income income, stockholders' equity and cash flows of AWA Holdings and America West for the nine-month period ended on six months then ended. All such date, consolidated statements were prepared in conformity with GAAP and fairly present fairly in all material respects the consolidated financial condition position of the MLP and its consolidated Subsidiaries applicable Obligor as of such date, at the respective dates thereof and the consolidated results of its operations and its consolidated cash flows of such Obligor for each of the nine-month period periods then ended (subject subject, in the case of the unaudited consolidated statements, to normal year-end audit adjustments and adjustments. Except as disclosed in writing to the absence Loan Agent prior to the date of footnotes). All this Agreement, neither Obligor has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment (A) that is not reflected in the foregoing consolidated financial statements (or, in the case of the Borrowers, in the most recently delivered consolidated financial statements delivered pursuant to Section 5.1) or the notes thereto and (B) which in any such financial statementscase would result in a Material Adverse Effect. (c) After giving effect to the Consummation of the Plan, (i) the Obligors taken as a whole are or were Solvent on the First Funding Date after giving effect to the Borrowings on such date, and (ii) no Obligor has any material liability, including the related schedules and notes theretoreasonably likely contingent liability or liability for taxes, have been long-term lease or any unusual forward or long-term commitment of a type required to be reflected in financial statements prepared in accordance conformity with GAAP applied consistently throughout GAAP, that is not taken into account in the periods involved (except as disclosed therein)preparation of the annual report on Form 10-K for the fiscal year ended December 31, 2004 of such Reporting Obligor.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30December 31, 2012 (including 2020 and the notes thereto) (audited consolidated statements of operations, comprehensive loss and cash flow of the “Pro Forma Balance Sheet”)Borrower and its consolidated Subsidiaries for such fiscal period then ended, copies of which have heretofore been furnished to the Administrative Agent for delivery to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLPeach case, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and consolidated cash flows of the Borrower and its consolidated cash flows Subsidiaries for the respective Fiscal Years fiscal year then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as of September 30at December 31, 20122020, and the related unaudited consolidated statements of income operations, comprehensive loss and cash flows flow of the Borrower and its consolidated Subsidiaries for the nine-month fiscal period ended on such datethen ended, copies of which have heretofore been furnished to the Administrative Agent for delivery to each Lender, in each case, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and consolidated cash flows of the Borrower and its consolidated cash flows Subsidiaries for the nine-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such 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 disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP Holdings and its consolidated subsidiaries as of December 31at January 3, 2009, December 31, 2010 and December 31, 2011, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young LLP, Holdings' independent auditor (such auditor to be a nationally recognized auditing firm) present fairly in all material respects the consolidated financial condition of the MLP Holdings and its consolidated Subsidiaries subsidiaries as of at such datedates, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Holdings and its Subsidiaries consolidated subsidiaries as of September 30at October 4, 20122009, and the related unaudited consolidated statements of income and cash flows for the ninetwelve-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Holdings and its consolidated Subsidiaries subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month quarterly 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 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). During the period from the date of the most recent audited consolidated balance sheet delivered pursuant to this Section 5.01(a) to and including the Closing Date, there has been no Disposition by Holdings of any material part of its business or property except for the sale of all of the issued and outstanding equity securities of C & H Packaging, Inc., a Wisconsin corporation, pursuant to the terms of that certain Stock Purchase Agreement dated December 18, 2009. Without limiting the foregoing, on the Closing Date the AIG Credit Support and the other Fox River Indemnity Arrangements remain in full force and effect as described in Holdings' Form 10-K filing for the fiscal year ended January 3, 2009. (b) The unaudited and unadjusted consolidated balance sheet of Holdings and its consolidated Subsidiaries as at January 2, 2010, and the related unaudited unadjusted consolidated statements of income and cash flows for the twelve-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 twelve-month period then ended (subject to year-end audit adjustments). The unaudited and unadjusted financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to normal year-end audit adjustments and the absence of footnotes).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (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 Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof thereof, and (iiiii) 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 MLP 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 MLP and its consolidated Subsidiaries Group Members as of September 30, 2012, the period covered thereby assuming that the events specified in the preceding sentence had actually occurred at such date (subject date, it being recognized by the Lenders that such financial information as it relates to normal year-end audit adjustments future events is not to be viewed as fact and that actual results during the absence of footnotes)period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheets of the MLP Group Members as of December 31, 2009, December 31, 2010 2019 and December 31, 20112018, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Group Members as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet sheets of the MLP and its Subsidiaries Group Members as of at September 30, 2012, 2020 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 MLP and its consolidated Subsidiaries Group Members as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to the absence of footnotes and normal year-end audit adjustments and the absence of footnotesadjustments). 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 auditing accounting firm and disclosed thereintherein and with the exception that the unaudited financial statements may not contain all footnotes required by GAAP). No Group Member has, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and liabilities for past due 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, 2019 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the MLP Borrower and its consolidated Restricted Subsidiaries as at of and for the 12 months ended September 30, 2012 (including the notes thereto) 2020 (the “Pro Forma Balance SheetFinancial 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 datedate (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to (i) the consummation of the Transactions, (ii) the Loans to be made Transactions and the Senior 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 foregoingtherewith. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith and are based on assumptions believed by the best information available Borrower to the MLP be reasonable as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position condition and results of the MLP operations of Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended at September 30, 20122020, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and or at the absence beginning of footnotes)such period, as applicable. (b) The audited consolidated balance sheets sheet of the MLP Borrower and its consolidated Restricted Subsidiaries as of at December 31, 2009, December 31, 2010 and December 31, 20112019, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as of 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 MLP Borrower and its consolidated Restricted Subsidiaries as of at March 31, 2020, June 30, 2020 and September 30, 20122020, and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows flow for the ninethree-month period periods ended on such datedates, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as of at such datedates, and the consolidated results of its operations and its consolidated cash flows flow for the ninethree-month period periods then ended (subject to normal year-end audit adjustments and the absence of footnotes). 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), except that the interim financial statements are subject to year-end adjustments and the absence of footnotes.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Holdings and its consolidated Subsidiaries as at September of the Fiscal Quarter ended June 30, 2012 (including 2018 and related statement of income for the notes thereto) four Fiscal Quarter period ended on such date (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 (x) on the first day of the respective period, in the case of the statement of income, and (y) on the last day of such dateperiod, in the case of the consolidated balance sheet) to (i) the consummation of the TransactionsTransactions occurring on the Original Closing Date, (ii) the Loans to be made and the Senior Notes to be issued on the Original Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses on the Original Closing Date in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the MLP as of the date of delivery thereof, and Financial Information presents fairly in all material respects on a pro forma basis (x) in the estimated financial position case of the MLP pro forma consolidated balance sheet, the financial condition of Holdings and its consolidated Subsidiaries as of September the last day of the Fiscal Quarter ended June 30, 2012, 2018 assuming that the events specified in the preceding sentence had actually occurred at such date and (subject to normal year-end audit adjustments y) in the case of the related statement of income, the estimated results of operations of Holdings and its Subsidiaries for the absence four Fiscal Quarter period ended June 30, 2018 assuming that the events specified in the preceding sentence had actually occurred on the first day of footnotes)such period. (bi) The audited consolidated balance sheets of the MLP First Acquired Business as at the last day of December 31Fiscal Years 2015, 2009, December 31, 2010 2016 and December 31, 20112017, and the related consolidated statements of income income, stockholders’ equity and of cash flows of the First Acquired Business for the Fiscal Years ended on such dates2015, reported on by 2016 and accompanied by an unqualified report from Ernst & Young LLP2017, (ii) the unaudited consolidated balance sheet of the First Acquired Business for the Fiscal Quarters ending March 31, 2018 and June 30, 2018 and related statements of income, (iii) the audited consolidated balance sheets of the Second Acquired Business as at the last day of Fiscal Years 2015, 2016 and 2017, and the related consolidated statements of income, stockholders’ equity and cash flows of the Second Acquired Business for the Fiscal Years 2015, 2016 and 2017 and (iv) the unaudited consolidated balance sheet of the Second Acquired Business for the Fiscal Quarters ending March 31, 2018 and June 30, 2018 and related statements of income, in each case, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries First Acquired Business or Second Acquired Business, as of applicable, 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (without giving effect to the parenthetical set forth in the definition thereof) applied consistently throughout the periods involved (except for the lack of footnotes and being subject to year-end adjustments). To the knowledge of the Loan Parties none of Holdings or any of its Restricted Subsidiaries has, as disclosed therein)of the Original Closing Date after giving effect to the Transactions occurring on the Original Closing Date and excluding obligations under the Loan Documents, any material liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which are not reflected in the most recent financial statements referred to in this paragraph as a result of any change, event, development, circumstance, condition or effect during the period from December 31, 2017 to and including the Original Closing Date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet Each of the MLP and its consolidated Subsidiaries as at September 30, 2012 (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 audited consolidated financial statements of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP Company and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of dated December 31, 2009, December 31, 2010 and December 31, 20112020, and the related consolidated statements of income income, shareholders’ equity and of cash flows for the Fiscal Years Year ended on such datesthat date, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, independent public accountants and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries dated June 30, 2021, and the related consolidated statements of income, shareholders’ equity and cash flows for the period ended on that date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject, in the case of such unaudited financial statements, to ordinary, good faith year end and audit adjustments and the absence of footnote disclosure; (ii) fairly present in all material respects 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 contingent, of the Company and its consolidated Subsidiaries as of the date thereof. (b) Each of (x) the December 31, 2020 Annual Statement of each Insurance Subsidiary and (y) the June 30, 2021 Quarterly Statement of each Insurance Subsidiary (collectively, the “Historical Statutory Statements”): (i) were prepared in accordance with SAP, except as may be reflected in the 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 consolidated financial condition of the MLP and its consolidated respective Insurance Subsidiaries covered thereby as of such date, the respective dates thereof and changes in Capital and Surplus of the consolidated results of its operations and its consolidated cash flows respective Insurance Subsidiaries covered thereby for the respective Fiscal Years periods then ended. The unaudited consolidated balance sheet 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 MLP date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and its Subsidiaries whether or not due) that, in accordance with SAP, would have been required to have been disclosed or provided for in 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 September 30which are beyond the Company’s control, 2012(iii) no assurance can be given that any particular financial projections, budgets or estimates will be realized and (iv) actual results during the related unaudited consolidated statements 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, 2020, there has been no material adverse change in the business, properties, results of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated operations or financial condition of the MLP Company and its consolidated Subsidiaries Subsidiaries, taken as of 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 and the absence of footnotes). 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 disclosed therein)a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September June 30, 2012 2014 and related pro forma consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries (including the notes thereto) (collectively, the “Pro Forma Balance SheetFinancial Statements”), 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 Loans and other extensions of the Transactions, (ii) the Loans credit to be made and the Senior Notes to be issued hereunder on the Closing Date 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 Financial Statements have been prepared based on the best information available to the MLP Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position condition of the MLP Borrower and its consolidated Subsidiaries as of September at June 30, 20122014 (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower as of December 31, 2009, December 31, 2010 and at December 31, 2011, December 29, 2012 and December 28, 2013, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries Borrower as of September 30at May 1, 20122014, and the related unaudited consolidated statements of income and cash flows for the nine17-month week period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine17-month week period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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 subject, in the case of any such unaudited financial statements to normal year end audit adjustments and the absence of notes). 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, 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 March 31, 2014 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property (other than any Disposition permitted by Section 6.5).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the MLP Parent Borrower and its consolidated Subsidiaries as at of and for the twelve-month period ending on September 30, 2012 2018 (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 (as if such events had occurred on such datedate (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to (i) the consummation of the Transactions, (ii) the Loans to be made Filtration Acquisition and the Senior Notes to be issued on the Closing Date and the use incurrence of proceeds thereof and (iii) the payment of fees and expenses Indebtedness in connection with the foregoingtherewith. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith based on information believed by the best information available to the MLP Parent Borrower as of the date of delivery thereofthereof to be reasonable, and presents present fairly in all material respects on a pro forma basis the estimated financial position of the MLP Parent Borrower and its consolidated Subsidiaries as of September 30, 20122018, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and or at the absence beginning of footnotes)such period, as applicable. (b) The audited consolidated balance sheets of the MLP Parent Borrower and its Subsidiaries as of at December 31, 2009, December 31, 2010 2016 and December 31, 2011, 2017 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such datesDecember 31, 2015, 2016 and 2017, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition position of the MLP Parent Borrower and its consolidated Subsidiaries as of at such datedates, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Parent Borrower and its Subsidiaries as of at September 30, 2012, 2018 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition position of the MLP Parent Borrower and its consolidated Subsidiaries as of 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 and the absence of footnotes)ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants (in the case of audited financial statements) or an officer of the Parent Borrower (in the case of unaudited financial statements) and disclosed therein; provided that the unaudited financial statements need not contain footnotes). (c) The unaudited combined balance sheet of the Acquired Companies as of, and the related statements of income and cash flow for the year ended December 31, 2017 presents fairly in all material respects the combined financial position of the Acquired Companies as at such date and the income and cash flow for such fiscal year. The unaudited combined balance sheet of the Acquired Companies as of, and related statements of income and cash flow for the nine months ended September 30, 2018, presents fairly in all material respects the combined financial position of the Acquired Companies as at such date and the income and cash flow for such nine month period. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP (except as may be noted therein or in the notes thereto or as otherwise described in Section 3.7(b) of the Filtration Acquisition Agreement). (d) As of the date of the most recent financial statements referred to in Sections 4.1(b), the Parent 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 any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that were not reflected in such financial statements, except as set forth on Part I of Schedule 4.1. During the period from December 31, 2017 to and including the date hereof, there has been no Disposition by the Parent Borrower of any material part of its business or Property, except as set forth on Part II of Schedule 4.1.

Financial Condition. (a) The unaudited pro forma Each of (i) the audited consolidated balance sheet of the MLP Acquired BusinessHoldings and its Subsidiaries dated December 31, 20126 , and the related audited consolidated Subsidiaries as at September 30statements of income or operations, 2012 (including shareholders’ equity and cash flows for 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 Fiscal Year ended on such date) to (i) the consummation of the Transactions, that date and (ii) the Loans to be made unaudited interim consolidated balance sheet of the Acquired BusinessHoldings and its Subsidiaries dated JuneSeptember 30, 20137 and the Senior Notes to be issued on related unaudited consolidated statements of income, shareholders’ equity and cash flows for the Closing Date sixnine fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and 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 MLP as regulations of the date of delivery thereof, and presents SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects on a pro forma basis the estimated consolidated financial position of the MLP Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and their consolidated results of September 30operations and consolidated cash flows for the respective periods then ended (subject, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject case of unaudited statements, to normal year-end audit adjustments and the absence of footnotesto any other adjustments described therein, including in any notes thereto). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The pro forma unaudited consolidated balance sheet of the MLP Holdings and its Subsidiaries as of September dated June 30, 20122013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been was prepared in accordance with GAAP applied consistently throughout GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP.[Reserved.] (c) Since December 31, 20126, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the Second Amendment Effective Date, have no other contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods involved (except as disclosed therein)covered by such projections may differ from the projected results.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP Borrower and its Restricted Subsidiaries as of at December 31, 20092015, 2016 and 2017, and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended December 31, 2010 2015, 2016 and December 2017, reported on by and accompanied by reports thereon of PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries as at such dates, and the consolidated results of operations and consolidated cash flows of the Borrower and its Subsidiaries for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 20112018, June 30, 2018, and September 30, 2018, 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 Ernst & Young LLPrespective fiscal quarters then ended, present fairly in all material respects the consolidated financial condition position of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal quarters then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein, and, in the case of the unaudited financial statements, subject to normal period-end adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the Target and its Subsidiaries as at March 31, 2016, 2017 and 2018 and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended March 31, 2016 reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended March 31, 2017 and 2018, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, to the knowledge of the Borrower, present fairly in all material respects the consolidated financial position of the Target and its Subsidiaries as at such dates, 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 Target and its Subsidiaries as at June 30, 2018 and September 30, 2018 and the related consolidated statements of income, stockholder’s equity and cash flows for the respective fiscal quarters then ended, present fairly in all material respects the consolidated financial position of the Target and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP (except as disclosed therein, and, in the case of the unaudited financial statements, subject to normal period-end adjustments and the absence of footnotes).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Parent and its consolidated Subsidiaries as at September June 30, 2012 (including the notes thereto) 2011 (the “Pro Forma Balance Sheet”)) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, copies of which 2011 (the “Pro Forma Income Statement”) have heretofore been furnished to each Lender, has been prepared after giving effect (as if such events had occurred on such datedate or the first day of such period, as applicable) to (i) the consummation of the TransactionsAcquisition, (ii) the Loans to be made and the Senior 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 and the Pro Forma Income Statement were each prepared in good faith based on upon assumptions believed by the best information available Borrower to be reasonable at the MLP as time made in light of the circumstances when made. As of the date of delivery thereofthe Pro Forma Balance Sheet, and presents fairly in all material respects on a pro forma basis the estimated financial position none of the MLP Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its consolidated Subsidiaries Subsidiaries, taken as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)a whole. (bi) The audited consolidated balance sheets sheet of the MLP as of Parent and its Subsidiaries at December 31, 20092008, December 31, 2010 2009 and December 31, 2011, 2010 and the related consolidated statements of income operations, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and accompanied its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by an unqualified report from Ernst & Young LLPcertified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present fairly in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial condition position of the MLP Parent and its consolidated Subsidiaries as of at such date, and the consolidated results of its their operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of September 30, 2012, and the related unaudited consolidated statements of income and cash flows for the nine-month period fiscal periods then ended on such dateand, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present fairly in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial condition position of the MLP Acquired Business and its consolidated Subsidiaries as of at such date, and the consolidated results of its their operations and its consolidated cash flows for the nine-month period fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (subject to normal year-end audit adjustments and iv), the absence portion of footnotes). All such financial statementsthe fiscal year through March 31, including the related schedules and notes thereto2011 or June 30, have been prepared 2011, as applicable, in each case, in accordance with GAAP consistently applied consistently throughout the periods involved (except as disclosed noted therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September June 30, 2012 2014 and related pro forma consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries (including the notes thereto) (collectively, the “Pro Forma Balance SheetFinancial Statements”), 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 Loans and other extensions of the Transactions, (ii) the Loans credit to be made and the Senior Notes to be issued hereunder on the Closing Date 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 Financial Statements have been prepared based on the best information available to the MLP Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position condition of the MLP Borrower and its consolidated Subsidiaries as of September at June 30, 20122014 (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower as of December 31, 2009, December 31, 2010 and at December 31, 2011, December 29, 2012 and December 28, 2013, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries Borrower as of September 30at May 1, 20122014, and the related unaudited consolidated statements of income and cash flows for the nine17-month week period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine17-month week period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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 subject, in the case of any such unaudited financial statements to normal year-end audit adjustments and the absence of notes). 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, 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 March 31, 2014 to and including the Fourth Amendment Effective Date there has been no Disposition by the Borrower of any material part of its business or Property (other than any Disposition permitted by Section 6.5).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets sheet of the MLP Parent and its Subsidiaries as of December 31, 2009, December 31, 2010 and December 31, 20112017, 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, reported on by and notes thereto accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers, present LLP thereon, presents fairly in all material respects the consolidated financial condition of the MLP Parent and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years or other periods then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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 disclosed thereintherein or in the notes thereto). (b) The unaudited, consolidated balance sheet of Parent and its Subsidiaries as of June 30, 2018 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 ▇▇▇▇▇▇ and 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 therein.

Financial Condition. (a) The unaudited pro forma Parent Company has previously provided to Allied Capital a true and complete copy of the audited consolidated and supporting consolidating balance sheet of the MLP Parent Company and its consolidated Subsidiaries as at September 30December 31, 2012 2001, December 31, 2002 and December 31, 2003, and the related consolidated and supporting consolidating statements of income and cash flow of the Parent Company and its Subsidiaries for the fiscal years then ended (including the notes thereto) (such consolidated statements referred to herein as the “Pro Forma Balance SheetAudited Financials”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 Audited Financials were prepared based on the best information available to the MLP as of the date of delivery thereofin accordance with GAAP, are true and presents fairly correct in all material respects on a pro forma basis and fairly present the estimated financial position of the MLP Parent Company’s and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred Subsidiaries’ operations and their cash flows at such date (subject and for the period then ended. The auditors have issued an unqualified statement to normal year-end audit adjustments and the absence Borrowers concerning the Audited Financials, a copy of footnotes)which is included with the Audited Financials. (b) The audited Parent Company has previously provided to Allied Capital a true and complete copy of the preliminary unaudited consolidated and consolidating balance sheet of the Parent Company and its Subsidiaries as at February 29, 2004 and the related preliminary unaudited consolidated and consolidating statements of income and cash flow of the Parent Company and its Subsidiaries for the 2 month period then ended (the “Interim Financials”). The Interim Financials were prepared in accordance with GAAP (except that footnotes are omitted), are true and correct in all material respects and fairly present the Parent Company’s and its Subsidiaries’ operations and their cash flows at such date and for the period then ended, subject to normal and immaterial year-end adjustments. (c) The Parent Company has previously provided Allied Capital with projected consolidated balance sheets of the MLP Parent Company and its Subsidiaries as of December 31the end of each of fiscal years 2004 through 2006, 2009, December 31, 2010 giving effect to the incurrence of the full amount of Indebtedness contemplated under this Agreement and December 31, 2011the use of the proceeds thereof, and the related consolidated statements of projected cash flow and projected income for such fiscal year (the “Projected Statements”). The Projected Statements are based on estimates, information and of cash flows for assumptions believed by the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of such date, Credit Parties to be reasonable and the consolidated results Credit Parties have no reason to believe, in the light of its operations and its consolidated cash flows for conditions existing at the respective Fiscal Years then ended. The unaudited consolidated balance sheet time of the MLP and its Subsidiaries as of September 30delivery, 2012, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on that such date, present fairly projections are incorrect or misleading in all any material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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 disclosed therein)respect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Consolidated Subsidiaries as at September 30March 31, 2012 2013 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Revolving Loans to be made and the Senior Notes to be issued on the Closing Date 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 MLP 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 MLP Borrower and its consolidated Consolidated Subsidiaries as of September 30at March 31, 20122013, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower and its Consolidated Subsidiaries as of at December 31, 20092010, December 31, 2010 2011 and December 31, 20112012, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its Consolidated Subsidiaries as of September 30at March 31, 20122013, and the related unaudited consolidated statements of income and cash flows for the ninethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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). 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 not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 20092013, December 31, 2010 2014 and December 31, 20112015, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such datedate in accordance with GAAP consistently applied, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. , except in each case as otherwise disclosed on Schedule 4.1(a) hereto. (b) The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as of September 30at March 31, 20122016, and the related unaudited consolidated statements of income and of cash flows for the nine-month period fiscal quarters ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period fiscal quarter then ended ended, in accordance with GAAP consistently applied, except in each case (i) as otherwise disclosed on Schedule 4.1(b) hereto and (ii) subject to changes resulting from audit, normal year-end audit adjustments and to the absence of footnotes. (c) The Borrower has furnished to the Administrative Agent the Borrower’s pro forma consolidated balance sheet and related pro forma consolidated statement of income as of the last day of and for the fiscal quarter ended March 31, 2016, prepared giving effect to the Transactions as if the Transactions had occurred on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). All such financial statements, including the related schedules Such pro forma consolidated balance sheet and notes thereto, consolidated statement of income have been prepared in accordance with GAAP applied consistently throughout good faith by the periods involved Borrower based on assumptions believed to be reasonable by the Borrower at the time furnished, it being understood that no such pro forma financial statement is required to include adjustments for purchase accounting (except as disclosed thereinincluding adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the MLP Borrower and its consolidated Restricted Subsidiaries as at September of and for the 12 months ended March 30, 2012 2015 (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 (as if such events had occurred on such datedate (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to (i) the consummation of the Transactions, (ii) the Loans to be made Transactions and the Senior 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 foregoingtherewith. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the MLP Borrower as of the date of delivery thereof, and presents present fairly in all material respects and on a pro forma basis the estimated financial position condition and results of the MLP operations of Borrower and its consolidated Restricted Subsidiaries as of September and for the 12 months ended at March 30, 20122015, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and or at the absence beginning of footnotes)such period, as applicable. (b) The audited consolidated balance sheets of the MLP Borrower and its consolidated Restricted Subsidiaries as of at December 31, 20092012, December 3130, 2010 2013 and December 3129, 20112014, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Borrower and its consolidated Restricted Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Restricted Subsidiaries as of September at March 30, 20122015, and the related unaudited consolidated statements statement of income income, stockholders’ equity and cash flows flow for the ninethree-month period ended on such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Borrower and its consolidated Restricted Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows flow for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2012, December 31, 2013 and December 31, 2014, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly, in all material respects, the consolidated financial condition of the Target 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 Target and its consolidated Subsidiaries as at March 31, 2015, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Target and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow 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 therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (d) 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 by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in clauses (b) and (c) above. Except as reflected in filings made by the Borrower or the Target with the SEC since December 29, 2014, during the period from December 29, 2014 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30March 31, 2012 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 TransactionsAcquisition, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared in good faith by the Borrower based on the best information reasonably available to the MLP Borrower as of the date of delivery thereof, thereof and presents fairly in all material respects on a pro forma basis the estimated financial position of the MLP Borrower and its consolidated Subsidiaries as of September 30at March 31, 20122004, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and based on information readily available as of the absence date of footnotes)preparation. (b) The audited consolidated balance sheets of the MLP Rhodia Phosphates Business as of at December 31, 2009, December 31, 2010 2002 and December 31, 2011, 2003 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified a report from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Rhodia Phosphates Business as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries Rhodia Phosphates Business as of September 30at March 31, 20122004, and the related unaudited consolidated statements of income and cash flows for the ninethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Rhodia Phosphates Business as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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 in the case of unaudited financial statements, normal year-end adjustments as approved by the aforementioned firm of accountants and disclosed therein).

Financial Condition. (a) The If required by the Lender, the unaudited pro forma consolidated and consolidating balance sheet sheets of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 the Closing Date (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 TransactionsAcquisition, (ii) the Loans Loan to be made and the Senior Notes Subordinated Note 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 If furnished to the Lender, the Pro Forma Balance Sheet has been prepared based on the best information available to the MLP 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 MLP Borrower and its consolidated Subsidiaries as of September 30, 2012at the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated and consolidating balance sheets of the MLP Borrower and its Subsidiaries as of at December 31, 20092006, December 31, 2010 2007 and December 31, 20112008, and the related consolidated and consolidating statements of income income, changes in shareholders' equity, and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPKPMG LLP (or, with the written approval of the Lender, other independent certified public accountants of nationally recognized standing), present fairly in all material respects on a consolidated and consolidating basis the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and on a consolidated and consolidating basis 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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, or any Swap Contracts or other similar obligations, in each case that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2008 to and including the date hereof, other than the Capital Markets Division Disposition and the Concept Capital Division Disposition, there has been no Disposition by any Group Member of any material part of its business or property. The Borrower has also provided the Lender the quarterly FOCUS Reports provided by SMH Capital Inc. to the SEC during 2008 (the "Specified FOCUS Reports"). The Specified FOCUS Reports are correct and complete in all material respects and conform in all material respects to Exchange Act requirements and applicable SEC rules and regulations.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30March 31, 2012 2010 (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 TransactionsIPO, (ii) the Loans to be made and the Senior 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 MLP 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 MLP Borrower and its consolidated Subsidiaries as of September 30at March 31, 20122010, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP ▇▇▇▇▇▇ Pacific Predecessor as of at December 31, 2007, December 31, 2008 and December 31, 2009, December 31, 2010 and December 31, 2011, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries ▇▇▇▇▇▇ Pacific Predecessor as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries ▇▇▇▇▇▇ Pacific Predecessor as of September 30at March 31, 20122010, and the related unaudited consolidated statements of income and cash flows for the ninethree-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 the MLP and its consolidated Subsidiaries ▇▇▇▇▇▇ Pacific Predecessor as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The REIT, 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, 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, 2009 to and including the date hereof there has been no Disposition by the REIT and its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Holdings and its consolidated Subsidiaries as at September 30March 31, 2012 (including the notes thereto) 2018 (the “Pro Forma Balance Sheet”)) and related pro forma consolidated statements of operations of Holdings and its Subsidiaries for the 12-month period ended March 31, 2018, copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 in good faith, based on the best information available assumptions believed by Holdings to the MLP be reasonable as of the date of delivery thereof, and presents fairly in all material respects on a Pro Forma Basis the estimated pro forma basis the estimated financial position of the MLP Holdings and its consolidated Subsidiaries as of September 30at March 31, 2012, 2018 assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The unaudited consolidated balance sheet at March 31, 2018 and related unaudited consolidated statements of operations and comprehensive loss, member’s equity and cash flows related to Holdings and its Subsidiaries for the three months ended March 31, 2018 present fairly in all material respects the financial condition of Holdings and its Subsidiaries as at such applicable date, and the results of its operations and its member’s equity and cash flows for three months 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. (c) The unaudited consolidated balance sheet at March 31, 2018 and related unaudited consolidated statements of operations, stockholders’ deficit and cash flows related to Odeon Holdings, LLC and its Subsidiaries for the three months ended March 31, 2018 present fairly in all material respects the financial condition of Odeon Holdings, LLC and its Subsidiaries at such applicable date, and the results of its operations and stockholders’ deficit for the three months 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. (d) The audited consolidated balance sheets of the MLP as of at December 31, 2009, December 31, 2010 2016 and December 31, 2011, 2017 and the related consolidated statements of income operations, stockholders’ deficit and of cash flows related to the PA Borrower and its Subsidiaries (excluding Performance Matters) for the Fiscal Years fiscal years ended on such datesDecember 31, 2016 and December 31, 2017, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young LLP, in each case, present fairly in all material respects the consolidated financial condition of the MLP PeopleAdmin and its consolidated Subsidiaries (other than Performance Matters LLC) as of at such applicable date, and the consolidated combined results of its operations operations, stockholders’ deficit and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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). (e) The audited consolidated balance sheets at December 31, 2016 and December 31, 2017 and related consolidated statements of operations and comprehensive loss, member’s equity and cash flows related to Holdings and its Subsidiaries for the fiscal years ended December 31, 2016 and December 31, 2017, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from Deloitte and Touche LLP, in each case, present fairly in all material respects the consolidated financial condition of Holdings and its Subsidiaries as at such applicable date, and the combined results of its operations, stockholders’ deficit and cash flows for the respective fiscal 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).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Parent and its consolidated Subsidiaries as at September 30December 31, 2012 (including 2019 and the notes thereto) (related pro forma consolidated statement of income of Parent and its Subsidiaries for the “Pro Forma Balance Sheet”)12-month period ended December 31, copies of which 2019 have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred in good faith, based on such date) to (i) the consummation of the Transactions, (ii) the Loans assumptions believed by Parent to be made and the Senior 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 MLP reasonable as of the date of delivery thereof, and presents fairly present in all material respects on a pro forma basis the estimated pro forma financial position of the MLP Parent and its consolidated Subsidiaries as of September 30at December 31, 20122019, assuming that the events specified in consummation of the preceding sentence Transactions had actually occurred at such date (subject to normal year-end audit adjustments and in the absence case of footnotessuch balance sheet) or at the beginning of such period (in the case of such statement of income). (b) The audited consolidated balance sheets of the MLP as of at December 31, 20092017, December 31, 2010 2018 and December 31, 2011, 2019 and the related consolidated statements of comprehensive income (loss), stockholders’ equity and of cash flows for Parent for the Fiscal Years fiscal years ended on such datesDecember 31, 2017, December 31, 2018, and December 31, 2019, in each case reported on by and accompanied by an unqualified report reports from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Parent as of 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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). (c) The unaudited consolidated balance sheets as at December 31, 2019 and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for Sprint for the fiscal quarter then ended, present fairly in all material respects the consolidated financial condition of Sprint as of 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 the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to normal year end audit adjustments and the absence of footnotes) unless otherwise disclosed therein. (d) The audited consolidated balance sheets as at March 31, 2017, March 31, 2018 and March 31, 2019 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for Sprint for the fiscal year ended on March 31, 2017, March 31, 2018 and March 31, 2019, in each case reported on by and accompanied by unqualified reports from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of Sprint as of 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 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).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30July 3, 2012 (including 2011 and the notes thereto) unaudited pro forma consolidated income statements for the twelve month period ending as at such date (the “Zarlink Pro Forma Balance SheetFinancial Statements”), 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 TransactionsZarlink Acquisition and the Refinancing, (ii) the Term Loans to be made and the Senior Notes to be issued under this Agreement on the Closing Restatement 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 Financial Statements have been prepared in good faith based on the best information available assumptions set forth therein, which the Borrower believed to be reasonable assumptions at the MLP as of the date of delivery thereoftime such Pro Forma Financial Statements were prepared, and presents present fairly in all material respects on a pro forma basis the estimated financial position of the MLP Borrower and its consolidated Subsidiaries as at and for each of September 30, 2012the dates and periods set forth above, assuming that the events specified in the preceding sentence had actually occurred at such date date. (i) The audited consolidated balance sheets of the Borrower and its Subsidiaries (other than Zarlink and its Subsidiaries) for each of the 2008, 2009 and 2010 fiscal years, and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal years, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such fiscal years. (ii) The unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries (other than Zarlink and its Subsidiaries) for the fiscal quarters ending January 2, 2011, April 3, 2011 and July 3, 2011 and for each fiscal quarter ended after the second fiscal quarter of 2011 and at least forty-five (45) days (or, in the case of the fiscal quarter that occurs at the end of the 2011 fiscal year, ninety (90) days) prior to the Restatement Date, 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 and the absence of footnotes). (biii) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). All such financial statementsstatements delivered pursuant to clauses (b)(i) and (b)(ii) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except except, with respect to clause (b)(i), as approved by the aforementioned firm of accountants and disclosed therein, with respect to clause (b)(ii), as disclosed therein). (i) The audited consolidated balance sheets of Zarlink and its Subsidiaries for the 2009, 2010 and 2011 fiscal years, and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal years, reported on by and accompanied by an unqualified report from Deloitte and Touche LLP, to the best knowledge of the Borrower, present fairly in all material respects the consolidated financial condition of Zarlink and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such fiscal years. (ii) The unaudited consolidated balance sheets and related statements of income and cash flows of Zarlink and its Subsidiaries, to the extent delivered pursuant to Section 4(c) of Amendment No. 2, for each fiscal quarter ended after the second fiscal quarter of 2011 and at least forty-five (45) days (or, in the case of the fiscal quarter that occurs at the end of the 2011 fiscal year, ninety (90) days) prior to the Restatement Date, to the best knowledge of the Borrower, present fairly in all material respects the consolidated financial condition of Zarlink 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 and the absence of footnotes). (iii) All such financial statements delivered pursuant to clauses (c)(i) and (c)(ii) above, including the related schedules and notes thereto, to the best knowledge of the Borrower, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except, with respect to clause (c)(i), as approved by the aforementioned firm of accountants and disclosed therein and, with respect to clause (c)(ii) as disclosed therein). (d) The most recent financial statements referred to in clause (b)(i) disclose in accordance with GAAP or other applicable accounting standards all 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.

Financial Condition. (a) The unaudited pro forma Borrower has heretofore furnished to the Administrative Agent and each Lender (i) an audited consolidated balance sheet of the MLP Borrower and its consolidated the Subsidiaries as at September December 31, 2009, and the notes thereto and the related consolidated statements of operations, stockholders’ deficit and cash flows for the fiscal year then ended, as examined and certified by PricewaterhouseCoopers LLP, independent public accountants and (ii) an unaudited condensed consolidated balance sheet of the Borrower and the Subsidiaries as at June 30, 2012 2010, and the notes thereto and the related condensed consolidated statements of operations, stockholders’ deficit and cash flows for the fiscal quarters then ended). Such financial statements (including the notes thereto) (the “Pro Forma Balance Sheet”)present fairly, copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis respects, the estimated financial position condition of the MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments Borrower and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, Subsidiaries and the related consolidated statements results of income their operations, the changes in their stockholders’ deficit and of their cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month applicable fiscal period then ended ending, in each case, all in conformity with GAAP consistently applied (subject subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes). All such financial statementsSince December 31, 2009, there has not occurred any event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect. (b) The Borrower has, on or prior to the Effective Date, furnished to the Administrative Agent for distribution to the Lenders the Borrower’s forecast model with respect to Fiscal Years through 2015 including a projected consolidated statement of EBITDA and selected cash flow information (the related schedules and notes thereto, have been “Model”). The Model was prepared in accordance with GAAP applied consistently throughout good faith by the periods involved Borrower based on assumptions and estimates believed by the Borrower on the date thereof to be reasonable, was based on information that the Borrower reasonably believed to be the best information available to the Borrower after due inquiry and accurately reflects all material adjustments required to be made to give effect to the Transactions, subject to the following limitation. The Patient Protection and Affordable Care Act (except as disclosed therein)Pub. L. No. 111-148) mandates the application of a productivity adjustment to the annual Medicare update for inpatient rehabilitation facilities starting in 2012, the exact amount of which adjustment is not known at this time; such adjustment may impact Medicare payment to the Borrower and, therefore, may impact the Model.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which You have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to us a copy of FIRSTPLUS FINANCIAL GROUP INC.'s (i) the consummation of the Transactions, (ii) the Loans to be made consolidated balance sheets and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of its consolidated Subsidiaries for the MLP as first three quarterly fiscal periods of December 31such entity's fiscal year ended September 30, 2009, December 31, 2010 and December 31, 2011, 1997 and the related consolidated statements of such entity's income and retained earnings and of such entity's cash flows and such entity's consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the figures for the Fiscal Years ended on previous year, (ii) consolidated balance sheets and the consolidated balance sheets of such datesentity's consolidated Subsidiaries for such fiscal year and the related consolidated statements of such entity's income and retained earnings and of such entity's cash flows and such entity's consolidated Subsidiaries for such fiscal year, reported on by and accompanied by an unqualified report from setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of Ernst & Young LLPLLP and (iii) consolidated balance sheets and the consolidated balance sheets of such entity's consolidated Subsidiaries for its quarterly fiscal periods ended December 31, present 1996, March 31, 1997 and June 30, 1997 and the related consolidated statements of such entity's income and retained earnings and of its cash flows and such entity's consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects respects, the consolidated financial condition of the MLP such entity and its consolidated such entity's Subsidiaries as of such date, and the consolidated results of its such entity's operations as at such dates and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of September 30such fiscal periods, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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 on a consistent basis. Since September 30, 1997, there has been no material adverse change in such entity's consolidated business, operations or financial condition and such entity's consolidated Subsidiaries taken as disclosed therein)a whole from that set forth in said financial statements.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of each of the MLP as of December 31CLNS Contributed Portfolio, 2009, December 31, 2010 NorthStar I and December 31, 2011NorthStar II and their respective Consolidated Subsidiaries for the two most recently completed fiscal years ended at least 90 days before the Closing Date, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly in all material respects the consolidated financial condition of each of the MLP CLNS Contributed Portfolio, NorthStar I, NorthStar II and its consolidated Subsidiaries as of such datetheir respective Consolidated Subsidiaries, respectively, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet sheets of each of the MLP CLNS Contributed Portfolio, NorthStar I, NorthStar II and its their respective Consolidated Subsidiaries as of September 30, 2012delivered pursuant to Section 5.1(b)(ii), and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such datefiscal periods, present fairly in all material respects the consolidated financial condition of each of the MLP CLNS Contributed Portfolio, NorthStar I, NorthStar II and its consolidated their respective Consolidated Subsidiaries as of 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 and the absence of footnotes). 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). (b) The Pro Forma Financial Statements, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). The Pro Forma Financial Statements have been prepared based on the best information available to the Parent Borrower as of the date of delivery thereof, and present fairly on a pro forma basis the estimated financial position of the Parent Borrower and its Consolidated Subsidiaries as at September 30, 2017, assuming that the events specified in the preceding sentence had actually occurred at such date. (c) 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 not reflected in the most recent financial statements referred to in subsections (a) and (b) of this Section 4.1.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Holdings and its consolidated Subsidiaries as at September 30, 2012 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 Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Effective Date 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 MLP 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 MLP Holdings and its consolidated Subsidiaries as of at September 30, 20122004, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets sheet of the MLP Holdings and its consolidated Subsidiaries as of at December 31, 2009, December 31, 2010 2002 and December 31, 20112003, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers L.L.P., present fairly in all material respects the consolidated financial condition of the MLP Holdings and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Holdings and its consolidated Subsidiaries as of at September 30, 20122004, 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 MLP Holdings and its consolidated Subsidiaries as of at such date, and the consolidated combined results of its operations and its consolidated combined cash flows for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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). 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, 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 referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Borrower as of the Effective Date or (ii) are not party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the most recent financial statements referred to in this paragraph, (x) which was incurred by the Borrower or any of its Subsidiaries or guaranteed by the Borrower or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Borrower or any of its Subsidiaries and (y) the payments in respect of which are intended to be 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. MCC has heretofore furnished to each of the Lenders the following: (a) The unaudited pro forma the audited consolidated balance sheet of the MLP MCC and its Subsidiaries as at December 31, 2004 and the related audited consolidated statements of income, retained earnings and cash flows of MCC and its Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Deloitte & Touche LLP; (b) the unaudited consolidated balance sheet of MCC and its Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP and its Subsidiaries as of September 30, 2012, 2005 and the related unaudited consolidated statements of income income, retained earnings and cash flows of MCC and its Subsidiaries for the ninethree-month period ended on such date; (c) the audited consolidated balance sheet of the Newspaper Entities as at December 31, 2004 and the related audited consolidated statements of income, retained earnings and cash flows of the Newspaper Entities for the fiscal year ended on said date, with the opinion thereon of Deloitte & Touche LLP; and (d) the unaudited consolidated balance sheet of the Newspaper Entities as at September 30, 2005 and the related unaudited consolidated statements of income, retained earnings and cash flows of the Newspaper Entities for the three-month period ended on such date. All such financial statements are complete and correct and fairly present fairly in all material respects the consolidated financial condition of the MLP MCC and its consolidated Restricted Subsidiaries (and of the Newspaper Entities) as of such date, at said dates and the respective consolidated results of its their operations and its consolidated cash flows for the ninefiscal year and three-month period then ended on said dates (subject subject, in the case of such financial statements as at September 30, 2005, to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared adjustments) all in accordance with GAAP generally accepted accounting principles and practices applied consistently throughout on a consistent basis. None of MCC or any of its Restricted Subsidiaries has on the periods involved date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments. Since December 31, 2004, there has been no material adverse change in the consolidated financial condition, operations, business or prospects taken as a whole of MCC and its Restricted Subsidiaries (except or of the Newspaper Entities) from that set forth in said financial statements as disclosed therein)at said date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30December 31, 2012 (including 2004 and December 31, 2003 and the notes thereto) (related consolidated statements of operations and of cash flows for the “Pro Forma Balance Sheet”)fiscal years ended on such dates, reported on by Ernst & Young 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 consummation of the Transactions, (ii) the Loans to be made are complete and the Senior Notes to be issued on the Closing Date 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at March 31, 2005 or, if later and prior to the Closing Date, the date of September 30, 2012, the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the nine-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly in all material respects (subject to normal year-end audit adjustments) the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its their operations and its their consolidated cash flows for the nine-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30March 31, 2012 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 TransactionsAcquisition, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on information believed by the best information available Borrower to the MLP be reasonable and correct as of the date of delivery thereof, and presents fairly in all material respects the Borrower’s good faith estimate on a pro forma basis of the estimated financial position of the MLP Borrower and its consolidated Subsidiaries as of September 30at March 31, 20122003, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets sheet of the MLP Acquired Business as of at December 31, 2009, December 31, 2010 and December 31, 20112002, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young LLPG▇▇▇▇ ▇▇▇▇▇▇▇▇, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Acquired Business as of 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 MLP and its Subsidiaries Acquired Business as of September 30at March 31, 20122003, and the related unaudited consolidated statements of income and cash flows for the ninethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Acquired Business as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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). During the period from December 31, 2002 to and including the date hereof there has been no Disposition by the Acquired Business of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the MLP Borrower and its consolidated Restricted Subsidiaries as at September of and for the 12 months ended March 30, 2012 2015 (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 (as if such events had occurred on such datedate (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to (i) the consummation of the Transactions, (ii) the Loans to be made Transactions and the Senior 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 foregoingtherewith. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the MLP Borrower as of the date of delivery thereof, and presents present fairly in all material respects and on a pro forma basis the estimated financial position condition and results of the MLP operations of Borrower and its consolidated Restricted Subsidiaries as of September and for the 12 months ended at March 30, 20122015, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and or at the absence beginning of footnotes)such period, as applicable. (b) The audited consolidated balance sheets of the MLP Borrower and its consolidated Restricted Subsidiaries as of at December 31, 20092012, December 3130, 2010 2013 and December 3129, 20112014, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Borrower and its consolidated Restricted Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Restricted Subsidiaries as of September at March 30, 20122015, and the related unaudited consolidated statements statement of income income, stockholders’ equity and cash flows flow for the ninethree-month period ended on such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Borrower and its consolidated Restricted Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows flow for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2012, December 31, 2013 and December 31, 2014, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly, in all material respects, the consolidated financial condition of the Target 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 Target and its consolidated Subsidiaries as at March 31, 2015, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Target and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow 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 therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (d) 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 by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in clauses (b) and (c) above. Except as reflected in filings made by the Borrower or the Target with the SEC since December 29, 2014, during the period from December 29, 2014 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which There have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to of the Lenders (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP Borrower and its Subsidiaries as of December July 31, 2009, December 31, 2010 and December 31, 2011, a consolidated statement of operations and the related consolidated statements of income and statement of cash flows flow of the Borrower and its Subsidiaries for the Fiscal Years ended on such datesYear then ended, reported on certified by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP ; and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The (ii) an unaudited consolidated balance sheet of the MLP Borrower and its Subsidiaries as of September 30January 31, 20122010, and the related an unaudited consolidated statement of operations and consolidated statement of cash flow of the Borrower and its Subsidiaries for the period of two Fiscal Quarters then ended. Such balance sheets, 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 MLP and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated statements of 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 thereto, flow have been prepared in accordance with GAAP applied consistently throughout and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at the close of business on the dates thereof and the results of operations for the periods involved then ended, subject, in the case of such unaudited consolidated balance sheet, unaudited consolidated statement of operations and unaudited consolidated statement of cash flow, to year-end adjustments, and except for the absence of notes to such financial statements. There are no contingent liabilities that are likely to become fixed obligations of the Borrower or any of its Subsidiaries as of such dates involving material amounts, known to the Financial Officers of the Borrower, which were not disclosed in such balance sheets and the notes related thereto. (except b) The projected consolidated balance sheets and cash flow statements of the Borrower and its Subsidiaries for the 2010 and 2011 Fiscal Years, copies of which have been delivered to each Lender, have been prepared in good faith, are based upon estimates and assumptions which the Borrower deems reasonable as disclosed of the date hereof, have been prepared on the basis of the assumptions stated therein and reflect the reasonable estimates of the Borrower and its Subsidiaries of the results of operations and other information projected therein). (c) Since January 31, 2010, there has been no event or occurrence that, either individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September June 30, 2012 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”)) and the related pro forma consolidated statements of income and of cash flows ended on such date, 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 TransactionsAcquisition, (ii) the Loans to be made and the Senior 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 foregoingforegoing (collectively, the “Transactions”). The Pro Forma Balance Sheet has and the related pro forma consolidated statements of income and of cash flows have been prepared based on the best information available to the MLP 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 MLP Borrower and its consolidated Subsidiaries as of September at June 30, 20122010, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower and its consolidated Subsidiaries as of at December 31, 2007, December 31, 2008 and December 31, 2009, December 31, 2010 and December 31, 2011, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as of at September 30, 20122010, and the related unaudited consolidated statements of income and cash flows for the nine12-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine12-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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). During the period from December 31, 2009 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Cedar Fair LP and its consolidated Subsidiaries as at September 30, 2012 the last day of Fiscal Q2 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been were furnished to each Lenderthe Administrative Agent and the Syndication Agent, has been prior to the First Restatement Date, was prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionsTransaction (as defined in the First Restated Credit Agreement), (ii) the Loans to be made and the Senior Notes to be issued on the Original Closing Date and the Loans made on the First Restatement Date and, in each case, 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 was prepared based on the best information reasonably available to the MLP Cedar Fair LP as of the date of delivery thereof, and and, subject to the uncertainties that are typically inherent in such a projection, presents fairly in all material respects on a pro forma basis the estimated financial position of the MLP Cedar Fair LP and its consolidated Subsidiaries as at the last day of September 30, 2012Fiscal Q2 2006, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of Cedar Fair LP and its Subsidiaries and the MLP Target and its Subsidiaries as of at December 31, 20092003, December 31, 2010 2004 and December 31, 20112005, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPDeloitte and Touche LLP (with respect to Cedar Fair LP and its Subsidiaries) or PricewaterhouseCoopers (with respect to the Target and its Subsidiaries), present fairly in all material respects the consolidated financial condition of the MLP Cedar Fair LP and its consolidated Subsidiaries and, to the knowledge of either Borrower, the Target and its Subsidiaries, as of applicable, as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of Cedar Fair LP and its Subsidiaries and the MLP Target and its Subsidiaries as at the last day of September 30, 2012Fiscal Q2 2006, and the related unaudited consolidated statements of income and cash flows for the nine-three month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Cedar Fair LP and its consolidated Subsidiaries and, to the knowledge of either Borrower, the Target and its Subsidiaries, as of applicable, as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-three month period then ended (subject to normal year-year end audit adjustments and the absence of footnotesadjustments). All such financial statementsstatements of Cedar Fair LP and its Subsidiaries and, to the knowledge of either Borrower, of the Target 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 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, other than the Specified Hedge Agreements with KeyBank National Association described in the definition of “Specified Hedge Agreement” and any other Specified Hedge Agreement entered into in accordance with the terms hereof. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by either Borrower or any of its Subsidiaries or, to the knowledge of either Borrower, the Target or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (ai) The unaudited pro forma audited consolidated balance sheet sheets of the MLP Borrower and its consolidated Subsidiaries for the fiscal years ended October 29, 2006, October 28, 2007 and November 2, 2008 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended on such dates and (ii) the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter period ending the most recent fiscal quarter for which financial statements are available, together with the related consolidated statements of income or operations, equity and cash flows for such fiscal quarter period ending on such date, in each case were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and present fairly, in all material respects, the consolidated financial condition as at September 30such date, 2012 and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Borrower and its consolidated Subsidiaries. (including b) The pro forma balance sheet and statements of operations of the notes thereto) (the “Pro Forma Balance Sheet”)Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, has been prepared giving are the balance sheet and statements of operations of the Borrower and its consolidated Subsidiaries as of August 2, 2009, adjusted to give effect (as if such events had occurred on such datedate for purposes of the balance sheet and for the three fiscal quarter period ending August 2, 2009 for purposes of the statement of operations), to the initial borrowings and the other transactions contemplated to occur on the Closing Date. (c) As of the Closing Date, no fact, event, change or circumstances shall have occurred since the date of the Investment Agreement that has had or would be reasonably likely to have a Material Adverse Effect; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent resulting from the following: (iA) any change, development, occurrence or event affecting the businesses or industries in which the Borrower and its Subsidiaries operate (including general pricing changes), (B) changes in general domestic economic conditions, including changes in the financial, securities or credit markets, or changes in such conditions in any area in which the Borrower or its Subsidiaries operate, (C) changes in global or national political conditions (including any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism), (D) the announcement of this Agreement and the other Loan Documents, the Investment Agreement and the ABL Facility Documents and the transactions contemplated hereby and thereby, (E) the failure of the Borrower to meet any internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure may be considered in determining whether there is a Material Adverse Effect on the Borrower) or (F) any change in the trading prices of the Capital Stock on the New York Stock Exchange or of the Convertible Notes (provided that the underlying causes of such change may be considered in determining whether there is a Material Adverse Effect on the Borrower); except, with respect to clauses (A), (B), or (C), to the extent that the effects of such changes have a disproportionate impact on the Borrower and its Subsidiaries, taken as a whole, relative to other businesses supplying to the non-residential construction industry. (d) As of the Closing Date, after giving effect to the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)Borrower is Solvent. (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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 disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as at September of and for the 12 months ended June 30, 2012 2018 (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 (as if such events had occurred on such datedate (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to (i) the consummation of the Transactions, (ii) the Loans to be made Transactions and the Senior 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 foregoingtherewith. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the MLP Parent Borrower as of the date of delivery thereof, and presents present fairly in all material respects and on a pro forma basis the estimated financial position condition and results of the MLP operations of Parent Borrower and its consolidated Restricted Subsidiaries as of September and for the 12 months ended at June 30, 20122018, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and or at the absence beginning of footnotes)such period, as applicable. (b) The audited consolidated balance sheets of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as of at December 31, 20092015, December 31, 2010 2016 and December 31, 20112017, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young M▇▇▇ A▇▇▇▇ LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet sheets of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as of September at March 31, 2018 and June 30, 20122018, and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows flow for the ninerespective three-month period and six-month periods ended on each such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as of at such datedates, and the consolidated results of its operations and its consolidated cash flows flow for the ninethree-month period and six-month periods then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2015, December 31, 2016 and December 31, 2017, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly, in all material respects, the consolidated financial condition of the Target 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 sheets of the Target and its consolidated Subsidiaries as at March 31, 2018 and June 30, 2018, and the related unaudited consolidated statements of income, stockholders’ equity and cash flow for the three-month periods ended on such dates, present fairly, in all material respects, the consolidated financial condition of the Target and its consolidated Subsidiaries as at each such date, and the consolidated results of its operations and its consolidated cash flow for the respective three-month and six-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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Timberlands and its consolidated Subsidiaries as at September 30, 2012 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 TransactionsTransaction, (ii) the Loans to be made and the Senior 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 MLP Timberlands 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 MLP Timberlands and its consolidated Subsidiaries as of at September 30, 20121997, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of (i) the MLP Borrower and its Subsidiaries existing at the time, (ii) ▇▇▇▇▇ and its Subsidiaries and (iii) Timberlands, in each case as of at December 31, 2009, December 31, 2010 1995 and December 31, 2011, 1996 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst Coopers & Young LLP▇▇▇▇▇▇▇ L.L.P., present fairly in all material respects the consolidated financial condition of the MLP Borrower, ▇▇▇▇▇, Timberlands and its consolidated their respective Subsidiaries as of at such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The Each of the unaudited consolidated balance sheet of (i) the MLP Borrower and its Subsidiaries Subsidiaries, and (ii) Timberlands, and the unaudited balance sheet of ▇▇▇▇▇ and F.F. ▇▇▇▇▇, Inc. Partners, Limited Partnership, in each case as of at September 30, 20121997, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, certified by a Responsible Officer, present fairly in all material respects and present fairly the consolidated financial condition of the MLP Borrower, ▇▇▇▇▇, Timberlands and its consolidated their respective Subsidiaries as of at such date, and the consolidated results of its their operations and its their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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). Except for the Paper Company Loan, the Loan Documents and the Second Priority Note Security Documents, neither the Borrower, ▇▇▇▇▇, Timberlands nor any of their Subsidiaries, individually or collectively, has any material Guarantee Obligation, contingent liability, liability for taxes, long-term lease 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, that is not reflected in the most recent financial statements referred to in this paragraph (b). Except as set forth on Schedule 3.1(b), during the period from December 31, 1996 to and including the date hereof there has been no Disposition by the Borrower, ▇▇▇▇▇, Timberlands or any of their Subsidiaries, individually or in the aggregate, of any material part of their business or Property other than with respect to the payment of dividends by ▇▇▇▇▇ and Timberlands prior to the Closing Date previously disclosed to the Administrative Agent.

Financial Condition. (a) The unaudited pro forma condensed consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 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 TransactionsTransaction, (ii) the Loans to be made and the Senior Second Priority 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 MLP 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 MLP Borrower and its consolidated Subsidiaries as of at September 30, 20121997, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP LP Paper Company and ▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries as of at December 31, 2009, December 31, 2010 1995 and December 31, 2011, 1996 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst Coopers & Young LLP▇▇▇▇▇▇▇ L.L.P., present fairly in all material respects the consolidated financial condition of the MLP LP Paper Company and its consolidated ▇▇▇▇▇-▇▇▇▇▇ and their respective Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of each of the MLP LP Paper Company and its ▇▇▇▇▇-▇▇▇▇▇ and their respective Subsidiaries as of September 30at October 31, 20121997, and the related unaudited consolidated statements of income and cash flows for the nineten-month period ended on such date, certified by a Responsible Officer, present fairly in all material respects the consolidated financial condition of the MLP LP Paper Company and its consolidated ▇▇▇▇▇-▇▇▇▇▇ and their respective Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nineten-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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). Except for the Loan Documents, the Timberlands Loan Documents and the Second Priority Note Security Documents, neither ▇▇▇▇▇-▇▇▇▇▇ nor the LP Paper Company nor any of their respective Subsidiaries individually or in the aggregate, has any material Guarantee Obligations, contingent liabilities and 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 referred to in this paragraph (b). Except as set forth on Schedule 3.1(b), during the period from December 31, 1996 to and including the date hereof there has been no Disposition by either the LP Paper Company or ▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30each of December 31, 2012 (including 2019 and December 31, 2018 and the notes thereto) (related consolidated statements of operations and of cash flows for the “Pro Forma Balance Sheet”)fiscal years ended on such dates, reported on by Ernst & Young 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 consummation of the Transactions, (ii) the Loans to be made are complete and the Senior Notes to be issued on the Closing Date 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at the date of September 30, 2012, the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the nine-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly in all material respects (subject to normal year-end audit adjustments) the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its their operations and its their consolidated cash flows for the nine-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any of the following except as disclosed in the Borrower’s Form 10-K and 10-Q filings: any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (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 TransactionsRefinancing, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof 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 MLP 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 MLP Holdings and its consolidated Subsidiaries as of September 30, 2012, 2022 assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Holdings and its Subsidiaries as of December 31, 2009, December 31, 2010 2021 and December 31, 20112020, 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 Ernst & Young LLP▇▇▇▇▇ ▇▇▇▇▇▇▇▇, present fairly in all material respects the consolidated financial condition of the MLP Holdings and its consolidated Subsidiaries as of 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 MLP Holdings and its Subsidiaries as of September at June 30, 20122022, and the related unaudited consolidated statements of income and cash flows for the ninethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Holdings and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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, 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, 2021 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet As of the MLP and its consolidated Subsidiaries as at September 30Closing Date, 2012 (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 The audited Consolidated financial statements of the TransactionsPartnership and its Subsidiaries for the fiscal year ended 2012 together with the related Consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates, (ii) the Loans to be made unaudited Consolidated financial statements of the Partnership and its Subsidiaries for the Senior Notes to be issued year-to-date period ending on the last day of the quarter that ended at least twenty (20) days prior to the Closing Date Date, together with the related Consolidated of income or operations, equity and cash flows for the use of proceeds thereof year-to-date period ending on such date and (iii) a pro forma balance sheet of the payment Partnership and its Subsidiaries as of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on last day of the best information available quarter that ended at least twenty (20) days prior to the MLP 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 the financial condition of the Partnership and its Subsidiaries, as applicable, as of the date of delivery thereofthereof (subject, and presents fairly in all material respects on a pro forma basis the estimated financial position case of the MLP and its consolidated Subsidiaries as of September 30unaudited financial statements, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities required to be reported by GAAP, direct or contingent, of the Partnership and its Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The audited consolidated balance sheets five-year projections of the MLP as of December 31, 2009, December 31, 2010 Credit Parties and December 31, 2011, and the related consolidated statements of income and of cash flows their Subsidiaries (prepared quarterly for the Fiscal Years ended on such dates, reported on by first year following the Closing Date and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated cash flows annually thereafter for the respective Fiscal Years then ended. The unaudited consolidated balance sheet term of this Agreement) delivered to the MLP and its Subsidiaries as of September 30, 2012, and Lenders on or prior to 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, Closing Date have been prepared in accordance with GAAP applied consistently throughout good faith based upon reasonable assumptions 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 periods involved (except as disclosed therein)covered thereby may differ from the projected results by a material amount and may not be achieved.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (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 datedate in the case of the balance sheets and the beginning of the period presented in the case of the statements of income and cash flows) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof thereof, and (iiiii) 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 MLP Borrowers 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 MLP Parent and its consolidated Subsidiaries as of September 30December 31, 2012, 2014 assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments in the case of the balance sheets and at the absence beginning of footnotes).the period presented in the case of the statements of income and cash flows (b) The audited consolidated balance sheets of the MLP Parent (or its predecessor) and its Subsidiaries as of December 31, 2009, December 31, 2010 2012 and December 31, 20112013, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP Parent and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Parent and its Subsidiaries as of September 30at December 31, 20122014, and the related unaudited consolidated statements of income and cash flows for the ninethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Parent and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninethree-month period then ended (subject to normal year-end year‑end audit adjustments and the absence of footnotes). 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 with respect to audited financial statements as approved by the aforementioned firm of accountants and disclosed therein)) subject in the case of unaudited financial statements to changes resulting from normal year-end adjustments and the absence of footnotes. No Group Member 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, 2013 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have Borrower has heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to GOF the following financial statements: (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 Borrower and December 31, 2011, its consolidated Subsidiaries and the related audited consolidated statements of income operations, shareholders' equity (deficit) and of cash flows of the Borrower and its consolidated Subsidiaries for the Fiscal Years fiscal year ended on such datesDecember 29, 2001, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects ; (ii) the unaudited consolidated financial condition balance sheets of the MLP Borrower and its consolidated Subsidiaries as of 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 MLP and its Subsidiaries as of September 30, 2012, and the related unaudited consolidated statements of income operations, shareholders' equity (deficit) and cash flows of the Borrower and its consolidated Subsidiaries for the nine-month period ended on such dateSeptember 28, present fairly in all material respects the 2002; and (iii) pro forma consolidated financial condition balance sheets of the MLP Borrower and its consolidated Subsidiaries, and related consolidated statements of shareholders' equity (deficit) as at December 28, 2002, which balance sheets and statements reflect the consummation of the Plan as if the same had been consummated on said date. All such financial statements fairly present the respective actual or pro forma financial condition, as applicable, of the Borrower and its consolidated Subsidiaries as of such dateat the respective dates, and the consolidated respective actual results of its operations for the respective periods ended on said respective dates, all in accordance with GAAP and practices applied on a consistent basis; provided that, as to projections, the Borrower and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All Subsidiaries represent only that such financial statements, including the related schedules and notes thereto, projections have been prepared in accordance with GAAP applied consistently throughout good faith based on estimates and assumptions believed by the periods involved (Borrower and its consolidated subsidiaries to be reasonable as of the date such projections were prepared. None of the Borrower or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for Taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as disclosed therein)referred to or reflected or provided for in said respective balance sheets as at said respective dates. Since September 28, 2002, there has been no material adverse change in the financial condition, operation, business or prospects of the Borrower and its consolidated Subsidiaries taken as a whole from that set forth in the respective financial statements as at such date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30December 31, 2012 (including 2001 and December 31, 2000 and the notes thereto) (related consolidated statements of operations and of cash flows for the “Pro Forma Balance Sheet”)fiscal years ended on such dates, reported on by Ernst & Young 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 consummation of the Transactions, (ii) the Loans to be made are complete and the Senior Notes to be issued on the Closing Date 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at March 31, 2002 or, if later and prior to the Signing Date, the date of September 30, 2012, the Borrower's most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the nine-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly in all material respects (subject to normal year-end audit adjustments) the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its their operations and its their consolidated cash flows for the nine-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto.

Financial Condition. (a) The Borrower has heretofore furnished to each Lender the unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30January 1, 2012 1999 (including the notes thereto) (the “"Pro Forma Balance Sheet”"), copies of which have heretofore been furnished to each Lender, . The Pro Forma Balance Sheet has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactionstransactions expected to occur on the Closing Date, (ii) the Loans to be made and the Senior 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 MLP 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 MLP Borrower and its consolidated Subsidiaries as of September 30at January 1, 20121999, assuming that the events specified in the preceding sentence had actually occurred at such date date. The Pro Forma Balance Sheet reflects cash and cash equivalents of at least $750,000,000 and is substantially in the form previously provided to the Administrative Agent. (subject b) The Borrower has heretofore furnished to each Lender a copy of the audited combined financial statements of the segments and Subsidiaries of GM constituting the Delphi Automotive Systems business of GM for the fiscal years of GM ended December 31, 1996 and December 31, 1997 and unaudited interim combined financial statements of the segments and Subsidiaries of GM constituting the Delphi Automotive Systems business of GM for each quarterly period ended subsequent to December 31, 1997 and on or prior to September 30, 1998. Such financial statements present fairly the financial condition and results of operations of the segments and Subsidiaries of GM constituting the Delphi Automotive Systems business of GM as of, and for the fiscal years and fiscal quarters ended on, such dates in accordance with GAAP (subject, in the case of such quarterly statements, to normal year-end audit adjustments and adjustments). Other than as disclosed in the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of Borrower's S-1 dated November 16, 1998, between December 31, 2009, December 31, 2010 and December 31, 2011, 1997 and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such datesClosing Date, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have there has been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)no development or event which has had a Material Adverse Effect.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet sheets and income statements of the MLP and its consolidated Subsidiaries as at September 30Consolidated Parties for the fiscal year ended December 31, 2012 2009 (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) have been audited by (A) with respect to the consummation of Acquired Company, Ernst & Young and (B) with respect to the Transactionsother Consolidated Parties, KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof periods covered thereby 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 MLP as of the date of delivery thereof, and presents present fairly in all material respects (on a pro forma the basis disclosed in the estimated footnotes to such financial position statements) the consolidated financial condition, results of operations and cash flows of each of the MLP Consolidated Parties referred in clauses (A) and its consolidated Subsidiaries (B) of this paragraph as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and for such periods, it being understood that each of the Acquired Company and the absence other Consolidated Parties were independent businesses and not aggregated for purposes of footnotes). (b) preparing consolidated financial statements for periods prior to the First Amendment Effective Date. The audited consolidated unaudited interim balance sheets of each of the MLP Consolidated Parties referred in clauses (A) and (B) of this paragraph as of December 31, 2009, December 31, 2010 and December 31, 2011at the end of, and the related consolidated unaudited interim statements of income earnings and of cash flows for, each fiscal quarterly period ended after December 31, 2009 and prior to the First Amendment Effective Date (i) have been prepared in accordance with GAAP consistently applied for interim financial statements throughout the Fiscal Years ended on such datesperiods covered thereby, reported on by and accompanied by an unqualified report from Ernst & Young LLP, (ii) present fairly in all material respects the consolidated and consolidating financial condition condition, results of operations and cash flows of the MLP of each of the Consolidated Parties referred in clauses (A) and its consolidated Subsidiaries (B) of this paragraph as of such datedate and for such periods except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. Other than the Medfinders Acquisition, during the period from December 31, 2009 to and including the First Amendment Effective Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and the consolidated results no purchase or other acquisition by any of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet them of the MLP and its Subsidiaries as any business or property (including any Capital Stock of September 30, 2012, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly any other Person) material in all material respects relation to the consolidated financial condition of the MLP and its consolidated Subsidiaries Consolidated Parties, taken as of such datea whole, and in each case, which is not reflected in the consolidated results of its operations and its consolidated cash flows for foregoing financial statements or in 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 thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP Borrower and its Consolidated Subsidiaries as of September 30, 2012, 1995 and the related unaudited consolidated statements of income and cash flows for the nine-month nine months then ended (including such results of Santa Fe Pacific Corporation and its consolidated subsidiaries for the period ended only from September 22, 1995 through September 30, 1995), copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on such datea basis consistent with the financial statements referred to in paragraph (b) of this subsection, present fairly in all material respects the consolidated financial condition position of the MLP Borrower and its consolidated Consolidated Subsidiaries as of such date, date and the their consolidated results of its operations and cash flows for such nine-month period. (b) The consolidated balance sheet of the Burlington Northern Inc. and its consolidated subsidiaries as of December 31, 1994 and the related consolidated statements of operations, stockholders' equity and cash flows for the nine-month period fiscal year then ended ended, reported on by Coopers & Lybr▇▇▇, ▇▇pies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP, the consolidated financial position of Burlington Northern Inc. and its consolidated subsidiaries as of such date and their consolidated results of operations, changes in stockholders' equity and cash flows for such fiscal year. 40 (subject to normal year-end audit adjustments c) The consolidated balance sheet of the Santa Fe Pacific Corporation and its consolidated subsidiaries as of December 31, 1994 and the absence related consolidated statements of footnotes). All operations, stockholders' equity and cash flows for the fiscal year then ended, reported on by Price Waterhouse, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP, the consolidated financial position of Santa Fe Pacific Corporation and its consolidated subsidiaries as of such financial statementsdate and their consolidated results of operations, including changes in stockholders' equity and cash flows for such fiscal year. (d) The unaudited consolidated balance sheet of Burlington Northern Inc. and its consolidated subsidiaries as of June 30, 1995 and the related schedules consolidated statements of income and notes theretocash flows for the six months then ended, copies of which have been prepared delivered to each of the Lenders, fairly present, in accordance conformity with GAAP applied consistently throughout on a basis consistent with the periods involved financial statements referred to in paragraph (except b) of this subsection, the consolidated financial position of Burlington Northern Inc. and its consolidated subsidiaries as disclosed therein)of such date and their consolidated results of operations and cash flows for such six month period. (e) The unaudited consolidated balance sheet of Santa Fe Pacific Corporation and its consolidated subsidiaries as of June 30, 1995 and the related consolidated statements of income and cash flows for the six months then ended, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in paragraph (c) of this subsection, the consolidated financial position of Santa Fe Pacific Corporation and its consolidated subsidiaries as of such date and their consolidated results of operations and cash flows for such six month period.

Financial Condition. (ai) The audited Consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as of September 30, 2002, 2003 and 2004, and the Acquired Company and its Consolidated Subsidiaries as of November 30, 2002, 2003 and 2004, together with the related Consolidated and consolidating statements of income or operations, and Consolidated statements of shareholders’ equity and cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries and of the Acquired Company as of the last day of the month immediately preceding the Closing Date, together with the related unaudited Consolidated and consolidating statements of income or operations and Consolidated cash flows (to the extent available) for the twelve-month period ending on such date and (iii) an unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Consolidated Subsidiaries and of the Acquired Company and its Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) last day of the Loans to be made and the Senior Notes to be issued on month immediately preceding the Closing Date Date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Consolidated Subsidiaries and of the use of proceeds thereof Acquired Company 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 MLP its Consolidated Subsidiaries as of the date of delivery thereofthereof (subject, and presents fairly in all material respects on a pro forma basis the estimated financial position case of the MLP and its consolidated Subsidiaries as of September 30unaudited financial statements, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments adjustments) and results of operations for the absence period covered thereby; and (C) show all material indebtedness and other liabilities, direct or contingent, of footnotes)the Borrower and its Subsidiaries and of the Acquired Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations required to be included in accordance with GAAP. (b) The audited consolidated balance sheets four-year projections of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP Borrower and its Subsidiaries as of September 30, 2012, and delivered to the related unaudited consolidated statements of income and cash flows for Lenders on or prior to the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, Closing Date have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)good faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Borrowers have heretofore been furnished delivered to each LenderLenders, has been prepared giving effect (as if such events had occurred on such date) to at Lenders’ request, the following financial statements and information: (i) the consummation audited consolidated and consolidating balance sheets of LVSI and its Subsidiaries as at each of December 31, 2001, December 31, 2002, and December 31, 2003, and the Transactionsrelated consolidated and consolidating statements of income, stockholders’ equity and cash flows of LVSI, Venetian and their Subsidiaries for the Fiscal Year then ended, (ii) the Loans to be made unaudited consolidated and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated consolidating balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP LVSI and its Subsidiaries as of September at March 31, 2004 and June 30, 20122004, and the related unaudited consolidated and consolidating statements of income income, stockholders’ equity and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP LVSI and its consolidated Subsidiaries as of for each such date, and the consolidated results of its operations and its consolidated cash flows for the ninethree-month period then ended ended, (subject iii) the unaudited consolidated and consolidating balance sheets of LVSI and its Subsidiaries (other than Excluded Subsidiaries) as at June 30, 2004, and the related unaudited consolidated and consolidating statements of income, stockholders’ equity and cash flows of LVSI and its Subsidiaries (other than Excluded Subsidiaries) for the twelve months then ended, giving pro forma effect to the Refinancing, the Transactions and the initial credit extensions (under the Bank Facilities Agreement) on the Closing Date (under and as defined in the Bank Facilities Agreement) and (iv) the unaudited consolidated and consolidating balance sheets of Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary as at June 30, 2004, and the related unaudited consolidated and consolidating statements of income, stockholders’ equity and cash flows of Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary. All such statements (other than pro forma statements) were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end audit adjustments adjustments. As of the date hereof, except for obligations under the Operative Documents and the absence Phase II Mall Contribution Documents, the Borrowers do not (and will not following the funding of footnotes). All the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, financial statements, including condition or prospects of the related schedules Borrowers and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except their Subsidiaries taken as disclosed therein)a whole.

Financial Condition. (a) The unaudited pro forma PRO FORMA consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 the Closing Date (including the notes thereto) (the “Pro Forma Balance Sheet”"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 TransactionsMerger, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof thereof, (iii) the other transactions contemplated hereby and (iiiiv) 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 MLP Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma PRO FORMA basis the estimated financial position of the MLP Borrower and its consolidated Subsidiaries as of September 30, 2012at the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Axiohm S.A. as of at December 31, 2009, December 31, 2010 1995 and December 31, 20111996, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPPrice Waterhouse, present fairly in all material respects the consolidated financial condition of Axiohm S.A. as at such dates, and the MLP consolidated results of its operations and its consolidated Subsidiaries cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Axiohm S.A. as at June 30, 1997, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of Axiohm S.A. 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated cash flows for the ninesix-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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. Axiohm S.A. 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, 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 referred to in this paragraph (b). During the period from December 31, 1996 to and including the date hereof, there has been no Disposition by Axiohm S.A. or its Subsidiaries of any material part of its business or Property or, except as a part of the Pre-Merger Transactions, any transfer of Capital Stock to any Person other than Axiohm S.A. or a Subsidiary Guarantor that is a Domestic Subsidiary. (c) The audited consolidated balance sheets of the Borrower as at December 31, 1994, December 31, 1995 and December 31, 1996, 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 KPMG Peat Marwick LLP, present fairly 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 respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at June 30, 1997, and the related unaudited consolidated statements of income and cash flows for the six-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 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). 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, 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 referred to in this paragraph (c). During the period from December 31, 1996 to and including the date hereof there has been no Disposition by the Borrower or its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 2006 (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 TransactionsAcquisition, (ii) the Loans to be made made, the Senior Notes and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof thereof, (iii) the Equity Financing and the other Merger Transactions and (iiiiv) 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 MLP 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 MLP Borrower and its consolidated Subsidiaries as of at September 30, 20122006, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower as of at December 31, 20092003, December 31, 2010 2004 and December 31, 20112005, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries Borrower as of at September 30, 20122006, and the related unaudited consolidated statements of income and cash flows for the nine9-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine9-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 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). As of the Closing Date, Holdings, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any material 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, that are not reflected in the most recent financial statements referred to in this paragraph and the footnotes to the most recent audited financial statements referred to in this paragraph (other than the Obligations under the Loan Documents and the obligations of the Borrower and the Guarantors under the Note Documentation).

Financial Condition. (a) The unaudited pro forma consolidated combined balance sheet of the MLP and its consolidated Subsidiaries Borrowers as at September April 30, 2012 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 consummation of the TransactionsRecapitalization, (ii) the Loans borrowings under this Agreement contemplated to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof thereof, (iii) the incurrence of the Subordinated Debt, (iv) the issuance of the Preferred Stock, (v) the other transactions contemplated by the Recapitalization Agreement and (iiivi) 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 MLP Borrowers as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated combined financial position of the MLP and its consolidated Subsidiaries Borrowers as of September April 30, 20121996, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated combined balance sheets sheet of the MLP Borrowers as of at December 31, 2009, December 31, 2010 1995 and December 31, 2011, 1994 and the related consolidated combined statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated combined financial condition of the MLP and its consolidated Subsidiaries Borrowers as of at such datedates, and the consolidated combined results of its their operations and its consolidated their combined cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated combined balance sheet of the MLP and its Subsidiaries Borrowers as of September at April 30, 2012, 1996 and the related unaudited consolidated combined statements of income and of cash flows for the ninefour-month period ended on such date, certified by a Responsible Officer of the Designated Borrower, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated combined financial condition of the MLP and its consolidated Subsidiaries Borrowers as of at such date, and the consolidated combined results of its their operations and its consolidated their combined cash flows for the ninefour-month period then ended (subject to normal year-end audit adjustments (including adjustments for inventory capitalization and the absence of footnotesdepreciation). 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 such accountants or Responsible Officer of the Designated Borrower, as the case may be, and as disclosed thereintherein and except for the absence of 49 43 adjustments for inventory capitalization and depreciation in the case of the April 30, 1996 financial statements). None of the Borrowers had, at the date of the most recent balance sheet referred to above, any undisclosed liabilities, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto and not required to be disclosed by GAAP. During the period from December 31, 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Borrowers or any of their combined Subsidiaries of any material part of their 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 combined financial condition of the Borrowers at December 31, 1995, other than pursuant to the Recapitalization Agreement.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30July 3, 2012 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 Transactions, (ii) the Loans to be made and the Senior Notes to be issued hereunder, if any, on the Closing Date 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 MLP Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position condition of the MLP Borrower and its consolidated Subsidiaries as of September 30at July 3, 20122004, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower as of at December 3129, 20092001, December 3128, 2010 2002 and December 31January 3, 20112004, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries Borrower as of September 30at July 3, 20122004, and the related unaudited consolidated statements of income and cash flows for the ninetwenty-month six week period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninetwenty-month six week period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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 subject, in the case of the financial statements as of and for the period ended July 3, 2004, to normal year end audit adjustments and the absence of notes). 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, 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 January 3, 2004, to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the MLP Consolidated Parties, and its the related consolidated Subsidiaries statements of earnings and statements of cash flows, as at September 30of March 31, 2012 2006 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick, (ii) have been prepared in accordance with GAAP consistently applied throughout the “Pro Forma Balance Sheet”)periods covered thereby and (iii) 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. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after March 31, 2006 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance 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 March 31, 2006 to and including the Closing Date, there has been no sale, transfer or other disposition by the Consolidated Parties of any material part of the business or property of the Consolidated Parties, taken as a whole, and there has been no Acquisition, 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 Agents on or prior to the Closing Date. (b) The projections of profit and loss statements, balance sheets and cash flow reports for the Consolidated Parties on a consolidated basis for fiscal year 2006, copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) are based upon reasonable assumptions made known to (i) the consummation of the Transactions, (ii) the Loans Lenders and upon information not known to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses incorrect or misleading in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the MLP as of the date of delivery thereof, and presents fairly in all any material respects on a pro forma basis the estimated financial position of the MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)respect. (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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 disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as at September of and for the 12 months ended June 30, 2012 2018 (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 (as if such events had occurred on such datedate (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to (i) the consummation of the Transactions, (ii) the Loans to be made Transactions and the Senior 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 foregoingtherewith. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the MLP Parent Borrower as of the date of delivery thereof, and presents present fairly in all material respects and on a pro forma basis the estimated financial position condition and results of the MLP operations of Parent Borrower and its consolidated Restricted Subsidiaries as of September and for the 12 months ended at June 30, 20122018, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and or at the absence beginning of footnotes)such period, as applicable. (b) The audited consolidated balance sheets of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as of at December 31, 20092015, December 31, 2010 2016 and December 31, 20112017, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young ▇▇▇▇ ▇▇▇▇▇ LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet sheets of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as of September at March 31, 2018 and June 30, 20122018, and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows flow for the ninerespective three-month period and six-month periods ended on each such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as of at such datedates, and the consolidated results of its operations and its consolidated cash flows flow for the ninethree-month period and six-month periods then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2015, December 31, 2016 and December 31, 2017, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly, in all material respects, the consolidated financial condition of the Target 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 sheets of the Target and its consolidated Subsidiaries as at March 31, 2018 and June 30, 2018, and the related unaudited consolidated statements of income, stockholders’ equity and cash flow for the three-month periods ended on such dates, present fairly, in all material respects, the consolidated financial condition of the Target and its consolidated Subsidiaries as at each such date, and the consolidated results of its operations and its consolidated cash flow for the respective three-month and six-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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP BA and its consolidated Subsidiaries as at September 30of March 31, 2012 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statement”), copies of which have heretofore been furnished to each Lender, ) has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior Notes to be issued under this Agreement on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet Financial Statement has been prepared in good faith based on the best information available assumptions set forth therein, which BA believed to be reasonable assumptions at the MLP as of time such Pro Forma Financial Statement was prepared and at the date of delivery thereofClosing Date (it being understood that such assumptions may or may not prove to be correct), and presents fairly fairly, in all material respects respects, on a pro forma basis the estimated financial position of the MLP BA and its consolidated Subsidiaries as of September 30, 2012at and for the date set forth above, assuming that the events specified in the preceding sentence had actually occurred at such date (date, subject to normal year-end audit adjustments and the absence of footnotes)closing adjustments. (b) The audited consolidated balance sheets of the MLP Parent and its Subsidiaries as of December 31, 2009, December 31, 2010 and December 31, 2011, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young Deloitte LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Parent and its consolidated Subsidiaries as of at such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited combined balance sheet of BA and its Subsidiaries as of December 31, 2010 and December 31, 2011, and the related unaudited combined statements of income and of cash flows for the fiscal years ended on such dates present fairly, in all material respects, the financial condition of BA and its combined Subsidiaries as at such date, and the results of their operations and their cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the MLP Parent and its Subsidiaries as for each fiscal quarter ended after the last balance sheet delivered pursuant to the first sentence of September 30, 2012, this Section 5.1(b) and at least 45 days prior the Closing Date and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such datedate present fairly, present fairly in all material respects respects, the consolidated financial condition of the MLP Parent and its consolidated Subsidiaries as of at such date, and the consolidated results of its their operations and its their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments adjustments). The unaudited combined balance sheet of BA and its Subsidiaries for each fiscal quarter ended after the last balance sheet delivered pursuant to the second sentence of this Section 5.1(b) and at least 45 days prior to the Closing Date and the absence related unaudited combined statements of footnotesincome and cash flows for the period ended on such date present fairly, in all material respects, the financial condition of BA and its combined Subsidiaries as at such date, and the results of their operations and their consolidated cash flows for the period then ended (subject to normal year-end audit adjustments). All such financial statementsstatements referred to in the prior sentences, 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, that are not reflected in the financial statements (including footnote disclosures thereto) referred to in this paragraph. During the period from December 31, 2011 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made ------------------- Borrower and the Senior 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 MLP 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 MLP and its consolidated Restricted Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 20111998, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young LLP▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries the Restricted Subsidiaries, taken as of a whole, as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal year then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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 such accountants and as disclosed thereintherein and except for interim financial statements, which are subject to normal year-end adjustments and lack footnotes). Except as set forth in Schedule 5.1 and except for the Atlanta Acquisition and the Dogwood Acquisition, ------------ during the period from December 31, 1998, to and including the Effective Date there has been no sale, transfer or other disposition by the Borrower or any of the Restricted Subsidiaries of any material part of its business, assets or property and no purchase or other acquisition of any business, assets or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and the Restricted Subsidiaries at December 31, 1998 (b) The financial statements of the Borrower and the Restricted Subsidiaries and other information most recently delivered under Sections 7.1(a) --------------- and (b) were prepared in accordance with GAAP and present fairly in all material --- respects the consolidated financial condition, results of operations, and cash flows of the Borrower and the Restricted Subsidiaries, taken as a whole, as of, and for the portion of the fiscal year ending on the date or dates thereof (subject in the case of interim statements only to normal year-end audit adjustments and the absence of footnotes). (i) The pro forma financial information, Budgets and projections attached hereto as Schedule 5.1

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 2007 and, if available, December 31, 2007 and the related pro forma consolidated statement of income for the twelve months ended September 30, 2007 and, if available, December 31, 2007 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior Notes other Indebtedness to be issued on the Closing Date pursuant to the Plan of Reorganization and the use of proceeds thereof thereof, (ii) the consummation of the Plan of Reorganization 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 MLP 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 MLP Borrower and its consolidated Subsidiaries as of September 30, 2012at the dates referred to above, assuming that the events specified in the preceding sentence had actually occurred at such date (subject and without giving effect to normal year-end audit adjustments and “fresh start” accounting, whether or not the absence of footnotes)Borrower qualifies therefor. (b) The audited consolidated balance sheets of the MLP Borrower and its consolidated Subsidiaries as at December 31 of December 31, 2009, December 31, 2010 and December 31, 2011the most recently ended three fiscal years of the Borrower ending prior to the Closing Date for which audited financial statements were delivered, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPby a nationally recognized accounting firm, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at the end of September 30, 2012the most recently ended fiscal quarter of the Borrower ending prior to the Closing Date for which unaudited financial statements were delivered, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such datefiscal quarter end, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended on such fiscal quarter end (subject to normal year-year end audit adjustments and the absence of footnotesadjustments). 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). As of the date of such financial statements, no Global Entity 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 of the year ending immediately prior to the year during which the Closing Date occurs to and including the date hereof there has been no Disposition by the Global Entities of any material part of the business or property of the Global Entities, taken as a whole, except as otherwise permitted under the Existing DIP Agreement. (c) Since December 31, 2006, there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect.

Financial Condition. (a) The unaudited pro forma Borrower has heretofore furnished to the Administrative Agent and each Lender an audited consolidated balance sheet of the MLP Borrower and its consolidated the Subsidiaries as at September 30December 31, 2012 2004, and the notes thereto and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, as examined and certified by PricewaterhouseCoopers LLP, independent public accountants. Such financial statements (including the notes thereto) present fairly, in all material respects, the financial condition of the Borrower and the Subsidiaries as of December 31, 2004, and the results of their operations, the changes in their stockholders' equity and their cash flows for the Fiscal Year then ended, all in conformity with GAAP consistently applied. Since December 31, 2004, there has not occurred any event or circumstance that has resulted or could reasonably be expected to result in a material adverse change in the business, assets, operations, properties or condition, financial or otherwise, or liabilities of the Borrower and the Subsidiaries, taken as a whole (other than any event or condition (a "Publicly Disclosed Matter") specifically identified in the Borrower's Form 10-K filed with the SEC with respect to the fiscal year ended December 31, 2004 and each Form 8-K filed by the Borrower with the SEC after the filing of such Form 10-K and prior to the date hereof; provided that all risk factors, general descriptions of the Borrower's business, industry and competitors (including general descriptions of risks and liabilities relating thereto), projections and forward looking statements contained in any such filings shall be disregarded for purposes of determining the Publicly Disclosed Matters). Since the Effective Date, there have been no changes in the status of the Publicly Disclosed Matters that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) The Borrower has, on or prior to the Effective Date, furnished to the Administrative Agent for distribution to the Lenders the Borrower's forecast model with respect to Fiscal Years through 2012 including a projected consolidated statement of EBITDA and selected cash flow information (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been "Model") prepared giving effect (to the Transactions as if such events the Transactions had occurred as of January 1, 2006. The Model was prepared in good faith by the Borrower based on such date) to (i) assumptions and estimates believed by the consummation of Borrower on the Transactions, (ii) the Loans date thereof to be made and the Senior 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 reasonable, was based on the best information available to the MLP as of the date of delivery thereof, Borrower after due inquiry and presents fairly in accurately reflects all material respects on a pro forma basis adjustments required to be made to give effect to the estimated financial position of the MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)Transactions. (bc) The audited consolidated balance sheets As of the MLP as of December 31Effective Date, 2009neither the Borrower nor any Subsidiary has any material Indebtedness or other material obligations or liabilities, December 31direct or contingent, 2010 and December 31other than (i) the liabilities reflected on Schedule 3.06, 2011(ii) obligations arising under this Agreement, and (iii) obligations arising under the related consolidated statements of income and of cash flows for the Fiscal Years ended on such datesSettlement Agreements, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly (iv) liabilities in all material respects the consolidated financial condition respect of the MLP Shareholder Litigation and its consolidated Subsidiaries as (v) liabilities incurred in the ordinary course of 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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 disclosed therein)business.

Financial Condition. (a) The unaudited pro forma consolidated ------------------- balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 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 TransactionsAcquisition, (ii) the Loans to be made and the Senior 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 MLP 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 MLP Borrower and its consolidated Subsidiaries as of at September 30, 20121997, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower (i) as of at December 31, 2009, December 31, 2010 and December 31, 20111996, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young LLPL.L.P., present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of 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 audited consolidated balance sheet of the MLP and its Subsidiaries Borrower as of at September 30, 2012, 1997 and the related unaudited consolidated statements of income and of cash flows for the nine-nine month period ended on such date, reported on by and accompanied by an unqualified report from Ernst & Young L.L.P., present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-nine month period then ended. The unaudited consolidated balance sheet of the Borrower as at November 30, 1997, and the related unaudited consolidated statements of income and cash flows for the eleven 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 eleven month period then ended (subject to normal year-end audit adjustments and the absence of footnotesaccounting adjustments 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 of accountants and disclosed therein). Holdings, 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, 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 referred to in this paragraph (b). During the period from September 30, 1997 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property other than the Acquisition and subsequent merger.

Financial Condition. Borrower agrees to promptly deliver to Lender all publicly filed financial information when and to the extent that the same is made available to the general public. Borrower has heretofore furnished to Lender a copy of (a) The unaudited pro forma its consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of its consolidated Subsidiaries for the MLP as fiscal year of Borrower ended December 31, 2009, December 31, 2010 and December 31, 2011, 1997 and the related consolidated statements of income and retained earnings and of cash flows for Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the Fiscal Years ended on figures for the previous year, (b) its consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for such datesfiscal year and the related consolidated statements of income and retained earnings and of cash flows for Borrower and its consolidated Subsidiaries for such fiscal year, reported on by and accompanied by an unqualified report from setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of Ernst & Young LLPand Coopers & ▇▇▇▇▇▇▇ and (c) its consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of Borrower ended March 31, present 1998 and the related consolidated statements of income and retained earning and of cash flows for Borrower and its consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects respects, the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of such date, and the consolidated results of its their operations as at such dates and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of September 30such fiscal periods, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout on a consistent basis. Since March 31, 1998, there has been no material adverse change in the periods involved (except consolidated business, operations or financial condition of Borrower and its consolidated Subsidiaries taken as disclosed therein)a whole from that set forth in said financial statements.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 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 TransactionsRefinancing, (ii) the Loans loans to be made and the Senior Notes to be issued on the Closing Initial Borrowing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared in good faith and was based on the best information available to the MLP as upon assumptions which, in light of the date of delivery thereofcircumstances under which they were made, were believed by the Borrower in good faith to be reasonable (it being understood that projections by their nature are inherently uncertain, actual results may differ from projections and such differences may be material) and presents fairly in all material respects on a pro forma basis the estimated financial position of the MLP Borrower and its consolidated Subsidiaries as of at its fiscal quarter ending September 30, 20122005, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower and its consolidated Subsidiaries as of at December 31, 2009, December 31, 2010 2003 and December 31, 20112004, and the related consolidated statements of income operations, changes in stockholders’ equity and of cash flows for each of the Fiscal Years three years in the period ended on such datesDecember 31, 2004, reported on by and accompanied by an unqualified the report from Ernst & Young ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as of at its fiscal quarter ending September 30, 20122005, and the related unaudited consolidated (i) statements of income operations and cash flows for the ninethree-month and year-to-date periods ended on such date and (ii) the statement of stockholders’ equity for the year-to-date period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninethree-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 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, 2004 to and including the date hereof there has been no Disposition by the Borrower and its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets sheet of the MLP Parent and its Subsidiaries as of December 31, 2009, December 31, 2010 and December 31, 20112017, 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, reported on by and notes thereto accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers, present LLP thereon, presents fairly in all material respects the consolidated financial condition of the MLP Parent and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years or other periods then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). 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 disclosed thereintherein or in the notes thereto). (b) The unaudited, consolidated balance sheet of Parent and its Subsidiaries as of June 30, 2018 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 Parent and 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 therein.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of each of the MLP Parent and its consolidated Subsidiaries (other than ACC and its Subsidiaries), each as at September of June 30, 2012 2003 (including the notes thereto) (the “"Pro Forma Balance Sheet”Sheets"), 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 (ix) the consummation of each of the Transactions, (iiy) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof (including towards the Refinancing) and (iiiz) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has Sheets have been prepared based on the best information available to the MLP Parent 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 MLP Parent and its consolidated Subsidiaries (other than ACC and its Subsidiaries), as of September June 30, 20122003, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Parent as of at December 31, 2009, December 31, 2010 2001 and December 31, 20112002, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Parent as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries Parent as of September at June 30, 20122003, and the related unaudited consolidated statements of income and cash flows for the ninesix-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Parent as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninesix-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Parent, DOC and their respective 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 June 30, 2003 to and including the date hereof there has been no Disposition by any of the Parent, DOC and their respective Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30each of December 31, 2012 (including 2017 and December 31, 2016 and the notes thereto) (related consolidated statements of operations and of cash flows for the “Pro Forma Balance Sheet”)fiscal years ended on such dates, reported on by Ernst & Young 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 consummation of the Transactions, (ii) the Loans to be made are complete and the Senior Notes to be issued on the Closing Date 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at the date of September 30, 2012, the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the nine-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly in all material respects (subject to normal year-end audit adjustments) the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its their operations and its their consolidated cash flows for the nine-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any of the following except as disclosed in the Borrower’s Form 10-K and 10-Q filings: any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Hanover and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) 2003 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 2003 Notes and the Hanover Convertible Notes to be issued on the Closing Date and the use of proceeds thereof thereof, (ii) the termination of the 1999 Synthetic Lease and the Existing Credit Agreement 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 MLP Hanover 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 MLP Hanover and its consolidated Subsidiaries as of at September 30, 20122003, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Hanover and its consolidated Subsidiaries as of at December 31, 2009, December 31, 2010 2001 and December 31, 20112002, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition conditions of the MLP Hanover and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Hanover and its consolidated Subsidiaries as of at September 30, 20122003, 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 conditions of the MLP Hanover and its consolidated Subsidiaries Subsidiaries, as of 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 and the absence of footnotesadjustments). 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). Hanover, HCLP 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 September 30, 2003 to and including the date hereof there has been no Disposition by Hanover or any of its Subsidiaries, as applicable, of any material part of their business or property (other than to Hanover or any of its Subsidiaries).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30December 31, 2012 (including 2003 and December 31, 2002 and the notes thereto) (related consolidated statements of operations and of cash flows for the “Pro Forma Balance Sheet”)fiscal years ended on such dates, reported on by Ernst & Young 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 consummation of the Transactions, (ii) the Loans to be made are complete and the Senior Notes to be issued on the Closing Date 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at March 31, 2004 or, if later and prior to the Signing Date, the date of September 30, 2012, the Borrower's most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the nine-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly in all material respects (subject to normal year-end audit adjustments) the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its their operations and its their consolidated cash flows for the nine-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (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 Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof 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 in good faith based on assumptions believed by the best information available Borrower to the MLP be reasonable 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 MLP Borrower, Holdings and its consolidated their respective Subsidiaries as of September 30, 2012the date of delivery thereof, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower, Holdings and their consolidated Subsidiaries as of December 31, 2009, December 31, 2010 and December 31, 20112016, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP and its Subsidiaries as of September 30, 2012, and the related unaudited consolidated statements of income and cash flows for the nine-month period fiscal year ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Borrower, Holdings and its their consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-fiscal year then ended. The unaudited statements of income of Borrower, Holdings and their consolidated Subsidiaries for the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017 present fairly in all material respects the consolidated financial condition of Borrower, Holdings and their consolidated Subsidiaries as at such date, and the results of its operations for the three, six or nine month period period, as applicable, then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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 disclosed therein)GAAP.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related statement of income of the MLP Company and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) 2017 (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 TransactionsTransaction, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date 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 has been prepared based on the best information available to the MLP as of the date of delivery thereof, and Financial Information presents fairly in all material respects on a pro forma basis the estimated financial position results of operations of the MLP Parent Borrower and its consolidated Restricted Subsidiaries as of at September 30, 2012, 2017 assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit it being understood that no such Pro Forma Financial Information includes adjustments and for purchase accounting, including adjustments of the absence of footnotestype contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (b) The audited consolidated balance sheets of the MLP Company and its Subsidiaries as at the last day of December 31fiscal years 2014, 2009, December 31, 2010 2015 and December 31, 20112016, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years ended on such datesfiscal years 2014, 2015 and 2016, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young BKD, LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the MLP Company and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Company and its Subsidiaries as of at September 30, 2012, 2017 and the related unaudited consolidated statements of income and cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for the nine-month period fiscal quarter ended on such dateSeptember 30, 2017, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the MLP Company and its consolidated Subsidiaries as at the date of such date, financial statements and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (covered thereby, subject to normal year-year end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (without giving effect to the parenthetical set forth in the definition thereof) applied consistently throughout the periods involved (except as disclosed thereinfor the lack of footnotes and being subject to year-end adjustments).

Financial Condition. The Borrowers have heretofore furnished to each of the Banks the following: (ai) The unaudited pro forma the consolidated balance sheet of the MLP AGFI and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 20092007 and the related consolidated statements of income, December capital funds and cash flows of AGFI and its Subsidiaries for the fiscal year ended on said date, with the opinion thereon of PricewaterhouseCoopers; and (ii) the unaudited consolidated balance sheet of AGFI and its Subsidiaries as of March 31, 2010 and December 31, 2011, 2008 and the related consolidated statements of income and of cash flows of AGFI and its Subsidiaries for the Fiscal Years three-month period ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects said date. (iii) the consolidated financial condition balance sheet of the MLP Company and its consolidated Subsidiaries as of such December 31, 2007 and the related consolidated statements of income, capital funds and cash flows of the Company and its Subsidiaries for the fiscal year ended on said date, and with the consolidated results opinion thereon of its operations and its consolidated cash flows for PricewaterhouseCoopers; and (iv) the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the MLP Company and its Subsidiaries as of September 30March 31, 2012, 2008 and the related unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the ninethree-month period ended on said date. All such datefinancial statements present fairly, present fairly in all material respects respects, the consolidated financial condition position of the MLP AGFI and its consolidated Subsidiaries or the Company and its Subsidiaries, as of such datethe case may be, and the consolidated results of its their operations and its consolidated cash flows for the ninefiscal year and three-month period then ended on said dates (subject subject, in the case of such financial statements as at the end of such fiscal quarter, to normal year-end audit adjustments adjustments), all in conformity with generally accepted accounting principles. Since December 31, 2007, there has been no material adverse change in the consolidated financial condition, operations or business taken as a whole of AGFI and its Subsidiaries or the absence Company and its Subsidiaries, as the case may be, from that set forth in said respective financial statements as of footnotes). 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 disclosed therein)said date.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet financial statements of the MLP Company and its Subsidiaries dated December 31, 1997, and the related consolidated Subsidiaries as at September 30statements of income or operations, 2012 (including shareholders' equity and cash flows for 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 fiscal year ended on such that date) to : (i) were prepared in accordance with GAAP consistently applied throughout the consummation of the Transactionsperiod covered thereby, except as otherwise expressly noted therein; (ii) fairly present the Loans to be made financial condition of the Company and the Senior 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 MLP its Subsidiaries as of the date thereof and results of delivery thereofoperations for the period covered thereby; and (iii) except as specifically disclosed in Schedule 6.12, and presents fairly in show all material respects on a pro forma basis the estimated financial position indebtedness and other liabilities, direct or contingent, of the MLP Company and its consolidated Subsidiaries as of September 30the date thereof, 2012including liabilities for taxes, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments material commitments and the absence of footnotes)Contingent Obligations. (b) The audited consolidated balance sheets financial statements of the MLP as of Kaiser Texas and its Subsidiaries dated December 31, 2009, December 31, 2010 and December 31, 20111997, and the related consolidated statements of income of operations, shareholders' equity and of cash flows for the Fiscal Years fiscal year ended on such datesthat date and the unaudited consolidated financial statements of Kaiser Texas and its Subsidiaries dated June 30, reported 1998, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the six months ended on by and accompanied by an unqualified report from Ernst & Young LLPthat date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present fairly in all material respects the consolidated financial condition of Kaiser Texas and its Subsidiaries as of the MLP dates thereof and results of operations for the period covered thereby; (iii) except as specifically disclosed in Schedule 6.12, show all material indebtedness and other liabilities, direct or contingent, of Kaiser Texas and its consolidated Subsidiaries as of 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 MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of 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 and the absence of footnotes). All such financial statementsdate thereof, including liabilities for taxes, material commitments and Contingent Obligations; except to the related schedules and notes theretoextent that departures from the representations in clauses (i), (ii) or (iii) above could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Since December 31, 1997, there has been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)no Material Adverse Effect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September June 30, 2012 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 consummation of the TransactionsNewell Acquisition and the Tenex Acquisition, (ii) the Loans to be ▇▇ ▇▇ made and the Senior 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 upon good faith estimates and assumptions believed by management of the best information available Borrower to the MLP be reasonable 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 MLP Borrower and its consolidated Subsidiaries as of September at June 30, 20121998, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower as of at December 3128, 2009, December 31, 2010 1996 and December 3127, 20111997, and the related audited consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such datesdates and the unaudited consolidating balance sheet of the Borrower as at December 27, 1997, and the related unaudited consolidating statement of income and of cash flows for the fiscal year ended on such date, in each case, reported on on, in the case of the consolidated statements, by and accompanied by an unqualified report from Ernst & Young Arthur Andersen LLP, present fairly in all material respects the consolidated financial and cons▇▇▇▇▇▇ing ▇▇▇▇▇▇▇al condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated and consolidating balance sheet sheets of the MLP and its Subsidiaries Borrower as of September at June 30, 20121998, and the related unaudited consolidated and consolidating statements of income and cash flows for the ninetwenty-month six-week period ended on such date, present fairly in all material respects the consolidated and consolidating financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, date and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for the ninetwenty-month six-week period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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). Except as set forth in Schedule 4.1(b), the Borrower and its Subsidiaries 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, 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 27, 1997 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet Each of the MLP and its consolidated Subsidiaries as at September 30, 2012 (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 audited consolidated financial statements of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP Company and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of dated December 31, 2009, December 31, 2010 and December 31, 20112020, and the related consolidated statements of income income, shareholders’ equity and of cash flows for the Fiscal Years Year ended on such datesthat date, reported on by and accompanied by an unqualified report from Ernst & Young BDO USA, LLP, independent public accountants and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries dated as of September 30, 2021, and the related consolidated statements of income, shareholders’ equity and cash flows for the period ended on that date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject, in the case of such unaudited financial statements, to ordinary, good faith year end and audit adjustments and the absence of footnote disclosure; (ii) fairly present in all material respects 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 contingent, of the Company and its consolidated Subsidiaries as of the date thereof. (b) Each of (i) the December 31, 2020 Annual Statement of each Insurance Subsidiary, and (ii) the September 30, 2021 Quarterly Statement of each Insurance Subsidiary (collectively, the “Historical Statutory Statements”): (i) were prepared in accordance with SAP, except as may be reflected in the 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 consolidated financial condition of the MLP and its consolidated respective Insurance Subsidiaries covered thereby as of such date, the respective dates thereof and changes in Capital and Surplus of the consolidated results of its operations and its consolidated cash flows respective Insurance Subsidiaries covered thereby for the respective Fiscal Years periods then ended. The unaudited consolidated balance sheet 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 MLP date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and its Subsidiaries whether or not due) that, in accordance with SAP, would have been required to have been disclosed or provided for in such Historical Statutory Statement. (c) The financial projections, budgets and estimates relating to the Company provided by the Company to the Agent prior to the date hereof in connection with this Credit Agreement have been prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time that they were provided to the Agent, it being understood and agreed that (a) financial projections, budgets and estimates are as to future events and are not to be viewed as facts, (b) financial projections, budgets and estimates are subject to significant uncertainties and contingencies, many of September 30which are beyond the Company’s control, 2012(c) no assurance can be given that any particular financial projections, budgets or estimates will be realized and (d) actual results during the related unaudited consolidated statements 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, 2020, there has been no material adverse change in the business, properties, results of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated operations or financial condition of the MLP Company and its consolidated Subsidiaries Restricted Subsidiaries, taken as of 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 and the absence of footnotes). 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 disclosed therein)a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP REIT and its consolidated Subsidiaries as at September 30, 2012 2015 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Effective Date 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 MLP REIT 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 MLP REIT and its consolidated Subsidiaries as of at September 30, 20122015, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) [Intentionally omitted]. (c) The audited consolidated balance sheets of the MLP REIT as of at December 31, 2009, December 31, 2010 2013 and December 31, 20112014, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the MLP REIT and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP REIT and its consolidated Subsidiaries as of at September 30, 20122015, 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 the MLP REIT and its consolidated Subsidiaries as of 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 adjustments). (d) The unaudited operating statements for each Borrowing Base Property for the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014, copies of which have heretofore been furnished to each Lender, present fairly the absence operating cash flow of footnotes)each Borrowing Base Property for the respective fiscal years then ended. The unaudited operating statements for each Borrowing Base Property for the nine-month period ended September 30, 2015, copies of which have heretofore been furnished to each Lender, presents fairly the operating cash flow of each Borrowing Base Property for the nine-month period ended on such date. (e) All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Group Members 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, 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, 2014 to and including the date hereof there has been no Disposition by the REIT and its Subsidiaries of any material part of its business or Property.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 2007, 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 such other adjustments as have been agreed to by the Sole Bookrunner), as if such events transactions had occurred on September 30, 2007 (in the case of such dateunaudited pro forma balance sheet) to or at the beginning of such twelve-month period (i) in the consummation case of the Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use such unaudited statement 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 MLP 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 MLP Borrower and its consolidated Subsidiaries taken as of a whole as at September 30, 20122007, except that the financial statements and forecasts referred to in this sentence will be subject to footnotes, explanatory notes and year end closing and audit adjustments, and for such period then ended, assuming that the events specified in the preceding sentence such transactions had actually occurred at such date (subject to normal year-end audit adjustments or at the beginning of such period, as the case may be, it being understood that projections by their nature are uncertain and no assurance is being given that the absence of footnotes)results therein will be achieved. (bii) The audited consolidated balance sheets of the MLP Borrower and its Subsidiaries as of at December 31, 20092004, December 31, 2010 2005 and December 31, 20112006, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its Subsidiaries as of at September 30, 20122007, 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 MLP Borrower and its consolidated Subsidiaries as of 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 and the absence of footnotesadjustments). 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).

Financial Condition. (a) The unaudited pro forma consolidated ------------------- --- ----- balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September June 30, 2012 1997 (including the notes thereto) (the “"Pro Forma Balance Sheet”"), copies 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 (i) the consummation of the TransactionsRecapitalization, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared complies with Regulation S-X of the Securities Act of 1933, as amended, based on the best information available to the MLP Borrower as of the date of delivery thereofthereof and consistent in all material respects with the sources and uses of funds for the Recapitalization as previously disclosed to the Lenders and the forecasts and projections previously provided to the Lenders, and presents fairly in all material respects on a pro forma basis the --- ----- estimated financial position of the MLP Borrower and its consolidated Subsidiaries as of September at June 30, 20121997, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP (i) Old GranCare as of at December 31, 20091996, December 31, 2010 1995 and December 31, 2011, 1994 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP and (ii) LCA as at September 30, 1996, September 30, 1995 and September 30, 1994 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 Ernst & Young LLP, in each case present fairly in all material respects the consolidated financial condition of Old GranCare or LCA, as the MLP case may be, as at such dates, and its the consolidated Subsidiaries results of their operations and their consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of GranCare as at June 30, 1997, and the related unaudited consolidated statements of income and cash flows for the six- month period ended on such date, present fairly the consolidated financial condition of GranCare 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). The unaudited consolidated balance sheet of the MLP and its Subsidiaries LCA as of September at June 30, 20121997, 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 MLP and its consolidated Subsidiaries LCA as of 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 and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The 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, 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 of GranCare or LCA, as the case may be, referred to in this paragraph (b). Except as disclosed in Schedule 4.1, during the period from September 30, 1996 to and including the Closing Date there has been no Disposition by LCA of any material part of its business or Property and during the period from December 31, 1996 to and including the Closing Date there has been no Disposition by Old GranCare prior to February 13, 1997, or by GranCare from and after February 13, 1997, of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated ------------------- --- ----- balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30December 31, 2012 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 TransactionsRecapitalization, (ii) including the Loans to be made and the Senior Subordinated Notes and Seller Securities to be issued on the Closing Date 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 Holdings and the MLP Borrower 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 MLP Borrower and its consolidated Subsidiaries as of September 30at December 31, 20121997, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets combined statements of assets, liabilities and parent company investment of the MLP Commercial Laundry Business of Raytheon as of at December 31, 2009, December 31, 2010 1996 and December 31, 20111997, and the related consolidated combined statements of income income, of parent company investment and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst Coopers & Young LLP▇▇▇▇▇▇▇ L.L.P., present fairly in all material respects the consolidated combined financial condition of the MLP and its consolidated Subsidiaries Commercial Laundry Business of Raytheon as of at such date, and the consolidated combined results of its operations and its consolidated combined cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet combined statement of assets, liabilities and parent company investment of the MLP and its Subsidiaries Commercial Laundry Business of Raytheon as of September 30at March 31, 20121998, and the related unaudited consolidated combined statements of income income, of parent company investment and cash flows for the ninethree-month period ended on such date, present fairly in all material respects the consolidated combined financial condition of the MLP and its consolidated Subsidiaries Commercial Laundry Business of Raytheon as of at such date, and the consolidated combined results of its operations and its consolidated combined cash flows for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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). As of the Closing Date after giving effect to the Recapitalization, Holdings, the Borrower and its Subsidiaries own substantially all of the assets used in connection with the conduct of the Commercial Laundry Business of Raytheon prior to the Closing Date. Except as set forth on Schedule 4.1(b), as of the Closing Date, Holdings, the Borrower and their respective Subsidiaries 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, 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 referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Borrower as of the Closing Date.

Financial Condition. The Parent has heretofore furnished to each of the Lenders the following: (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated consolidating balance sheets of the MLP Parent and its Subsidiaries as of at December 31, 2009, December 31, 2010 and December 31, 2011, 1995 and the related consolidated and consolidating statements of income income, retained earnings and of cash flows of the Parent and its Subsidiaries for the Fiscal Years fiscal year ended on such datessaid date, reported on by with the opinion thereon (in the case of said consolidated balance sheet and accompanied by an unqualified report from Ernst statements) of Coopers & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of such date▇▇▇▇▇▇▇ L.L.P., and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated and consolidating balance sheet sheets of the MLP Parent and its Subsidiaries as of September at June 30, 2012, 1996 and the related unaudited consolidated and consolidating CREDIT AGREEMENT statements of income income, retained earnings and cash flows of the Parent and its Subsidiaries for the ninesix-month period ended on such date; and (b) consolidated and consolidating balance sheets of CasTech and its Subsidiaries as at March 31, present 1996 and the related consolidated and consolidating statements of income, retained earnings and cash flows of CasTech and its Subsidiaries for the fiscal year ended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Ernst & Young L.L.P., and the unaudited consolidated and consolidating balance sheets of CasTech and its Subsidiaries as at June 30, 1996 and the related consolidated and consolidating statements of income, retained earnings and cash flows of CasTech and its Subsidiaries for the three-month period ended on such date. All such financial statements fairly present, in all material respects respects, the consolidated financial condition of the MLP Parent and its consolidated Subsidiaries and CasTech and its Subsidiaries, as the case may be, and (in the case of such datesaid consolidating financial statements) the respective unconsolidated financial condition of the Parent and its Subsidiaries and CasTech and its Subsidiaries, as the case may be, as at said dates and the consolidated and unconsolidated results of its their respective operations and its consolidated cash flows for the nine-month period then fiscal years and periods ended on said dates (subject subject, in the case of such financial statements as at June 30, 1996, to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP generally accepted accounting principles and practices applied consistently throughout on a consistent basis. Except as otherwise disclosed to the periods involved (Administrative Agent or the Lenders in writing prior to the date hereof, none of the Parent nor any of its Subsidiaries, nor CasTech nor any of its Subsidiaries, has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as disclosed thereinreferred to or reflected or provided for in said balance sheets as at said dates. Since December 31, 1995 (in the case of the Parent and its Subsidiaries) or March 31, 1996 (in the case of CasTech and its Subsidiaries): (i) there has been no material adverse change in the business, properties, assets, operations, conditions (financial or otherwise), or prospects of CasTech and its Subsidiaries, taken as a whole; and (ii) other than the Merger, there has been no material adverse change in the business, properties, assets, CREDIT AGREEMENT operations, conditions (financial or otherwise), or prospects of the Parent and its Subsidiaries (including CALI and New CALC) taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet sheets of the MLP Borrower (formerly known as Belco Oil & Gas Corp.) and its consolidated Subsidiaries as at September 30December 31, 2012 (including 1999 and December 31, 2000 and the related consolidated statements of operations, of stockholders' equity and of cash flows for the respective fiscal years ended on such dates, together with the related notes and schedules thereto) (the “Pro Forma Balance Sheet”), reported on by Arthur Andersen 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 consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLPt▇ ▇▇▇▇ ▇▇▇▇▇▇, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. . (b) The unaudited condensed consolidated balance sheet of the MLP Borrower (formerly known as Belco Oil & Gas Corp.) and its consolidated Subsidiaries as of September 30at March 31, 2012, 2001 and the related unaudited condensed consolidated statements of income operations, of stockholders' equity and of cash flows for the nine3-month period ended on such date, together with the related notes and schedules thereto, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of each of the MLP Borrower and its consolidated Subsidiaries as of at such datedates, and the consolidated results of its their respective operations and its their consolidated cash flows for the nine3-month period then ended (subject to normal year-end audit adjustments adjustments). (c) The consolidated balance sheets of Old Westport and its consolidated Subsidiaries at December 31, 1999 and December 31, 2000 and the absence related consolidated statements of footnotesoperations, of stockholders' equity and of cash flows for the respective fiscal years ended on such dates, together with the related notes and schedules thereto, reported on by Arthur Andersen LLP, copies of which have heretofore been furnished t▇ ▇▇▇▇ ▇▇▇▇▇▇, present fairly in all material respects the consolidated financial condition of Old Westport and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal years then ended. (d) The unaudited consolidated balance sheet of Old Westport and its consolidated Subsidiaries at March 31, 2001 and the related unaudited consolidated statements of operations, of stockholders' equity and of cash flows for the 3-month period ended on such date, together with the related notes and schedules thereto, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of each of Old Westport and its consolidated Subsidiaries as at such dates, and the consolidated results of their respective operations and their consolidated cash flows for the 3-month period then ended (subject to normal year-end audit adjustments). . (e) The summary unaudited pro forma financial and operating data and notes thereto of the Borrower and its consolidated Subsidiaries for the fiscal year ending December 31, 2000 and the three months ended March 31, 2001, in each case, giving pro forma effect to the Merger as of January 1, 2000 and March 31, 2001, respectively, copies of which have heretofore been furnished to each Lender, (i) have been prepared in good faith in accordance with GAAP, (ii) are based on assumptions believed to be reasonable, and (iii) present fairly, in all material respects, the summary pro forma financial position of Borrower and its consolidated Subsidiaries as of such dates. (f) All such financial statementsstatements referred to in this subsections 5.1, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). On the Closing Date, except for this Agreement, the other Loan Documents and the matters disclosed in Schedule 5.1 and 5.20, neither the Borrower nor any of its consolidated Subsidiaries have, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Hedging Agreements, which is not reflected in the financial statements referred to in subsection 5.1(a), (b), (c) or (d) or in the notes thereto to the extent required by GAAP. During the period from January 1, 2001 to and including the date hereof, there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries (or for the avoidance of doubt, Old Westport or any of its consolidated Subsidiaries) of any material part of its business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the pro forma consolidated financial condition of the Borrower and its consolidated Subsidiaries at January 1, 2001, other than the Merger or as set forth on Schedule 5.1.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30March 31, 2012 (including the notes thereto) 2003 (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 Term Loans to be made and the Senior Notes to be issued on the Closing Date 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 MLP 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 MLP Borrower and its consolidated Subsidiaries as of September 30at March 31, 20122003, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (ba) The audited consolidated balance sheets sheet of the MLP Borrower and its Subsidiaries as of at December 31, 2009, December 31, 2010 and December 31, 20112002, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such datesdate, and the audited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2001, and the related consolidated statements of income and of cash flows for the period from May 4, 2001 to December 31, 2001, each reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years periods then ended. The unaudited consolidated balance sheet of the MLP Borrower and its Subsidiaries as of September 30at March 31, 20122003, and the related unaudited consolidated statements of income and cash flows for the nine3-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month respective period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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 the absence of footnotes in unaudited statements). Except for the Holdings Subordinated Guaranty and intercompany Indebtedness eliminated in a consolidation of Holdings and its Subsidiaries, Holdings, the Borrower and Borrower's 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, 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 or the footnotes thereto. Except as disclosed on Schedule 3.1, during the period from December 31, 2002 to and including the date hereof there has been no Disposition by the Borrower and its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated ------------------- --- ----- balance sheet of the MLP Holdings and its consolidated Subsidiaries as at September 30April 2, 2012 (including the notes thereto) 2000 (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 TransactionsIPO (and the use of proceeds thereof) and the Pensar Acquisition, (ii) the Loans to be made and the Senior Notes Acceptances to be issued created on the Closing Restatement Effective Date and the use of proceeds thereof thereof, (iii) the Loan repayments to be made on the Restatement Effective Date and (iiiiv) 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 MLP Borrower 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 MLP Holdings and its consolidated Subsidiaries as of September 30at April 2, 20122000, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets sheet of the MLP Holdings as of at December 31, 2009, December 31, 2010 and December 31, 20111999, and the related consolidated statements of income earnings (loss), changes in shareholders' equity (deficiency) and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Holdings as of 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 MLP and its Subsidiaries Holdings as of September 30at April 2, 20122000, and the related unaudited consolidated statements of income earnings (loss), changes in shareholders' equity (deficiency) and of cash flows for the nine-month period fiscal quarter ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Holdings as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period fiscal quarter then ended (subject to normal year-end audit adjustments and the absence of footnotescertain notes thereto). 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). Immediately prior to the consummation of the Pensar Acquisition, Holdings does 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, 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, 1999 to and including the date hereof there has been no Disposition by Holdings of any material part of its business or Property.

Financial Condition. Borrower has heretofore delivered to Lenders, at Lenders’ request, the following financial statements and information: (ai) The unaudited pro forma the audited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30of April 2529, 2012 (including 20102012 and the notes thereto) (related consolidated and consolidating statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries 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 on such date) to (i) the consummation of the TransactionsFiscal Year then ended, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, 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 Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of 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 MLP Borrower and its Subsidiaries as of September 30at January 2327, 2012, 20112013 and the related unaudited consolidated and consolidating statements of income income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for the nine-month period nine months then ended and (iii) Borrower’s Quarterly Report on Form 10Q for the quarter ended January 2327, 20112013 as filed with the Securities Exchange Commission on February 2820, 20112013. All such datestatements (after taking into consideration the Form 10Q/A filing described in clause (iii) above and the restatement described therein) were prepared in conformity with GAAP and fairly present, present fairly in all material respects respects, the financial position (on a consolidated financial condition and, where applicable, consolidating basis) of the MLP and its consolidated Subsidiaries entities described in such financial statements as of such date, at the respective dates thereof and the consolidated results of its operations and its consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the nine-month period periods then ended (subject ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end audit adjustments adjustments. Neither Borrower nor any of its Restricted Subsidiaries has (and will not following the funding of the initial Loans have) any Contingent Obligation, contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto (after taking into consideration the Form 10Q/A filing described in clause (iii) above and the absence restatement described therein) and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of footnotes). 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 Borrower or any of its Subsidiaries taken as disclosed therein)a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30March 31, 2012 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 Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date 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 MLP 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 MLP Borrower and its consolidated Subsidiaries as of September 30at March 31, 20122003, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower as of at December 31, 2009, December 31, 2010 2001 and December 31, 20112002, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries Borrower as of September 30at March 31, 20122003, and the related unaudited consolidated statements of income and cash flows for the ninethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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). Except as set forth on Schedule 4.1(b), the Borrower and its Subsidiaries do not have any 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 material and are not reflected in the most recent financial statements (or the notes attached thereto) referred to in this paragraph. During the period from December 31, 2002 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma combined consolidated balance sheet of the MLP Borrowers and its their consolidated Subsidiaries as at September June 30, 2012 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 consummation of the TransactionsAcquisition Transactions and the Reorganization, (ii) the Loans to be made hereunder to fund the Acquisition Transactions and the Senior Notes loans to be issued on made under the Closing Date Bridge Credit Agreement to fund the Acquisition Transactions 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 reasonably available to the MLP Borrowers as of the date of delivery thereofthereof and on good faith estimates and assumptions believed reasonable at the time made, and presents fairly in all material respects respect on a pro forma basis the estimated financial position of the MLP Borrowers and its their consolidated Subsidiaries as of September at June 30, 20121998, assuming that the events specified in the preceding sentence had actually occurred at on such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Cable Michigan as of at December 31, 20091997, December 31, 2010 1996 and December 31, 2011, 1995 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Cable Michigan as of at such datedates, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries Cable Michigan as of September at June 30, 20121998, and the related unaudited consolidated statements of income and cash flows for the ninesix-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Cable Michigan as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninesix-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesfootnote disclosure). All such financial statements, including the related notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Cable Michigan 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, 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 referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of Cable Michigan as of the Closing Date other than tax liabilities accrued in the ordinary course of business subsequent to the date of such financial statements, Indebtedness to be paid off on the 60 Closing Date and Indebtedness permitted under Section 7.2. During the period from December 31, 1997 to and including the date hereof there has been no Disposition by Cable Michigan of any material part of its business or Property other than as contemplated in the Merger Agreement and the Mercom Agreement. (c) The unaudited consolidated balance sheets of the New England Borrower as at December 31, 1997 and the related statements of income and of cash flows for the fiscal year ended on such date, present fairly in all material respects the financial condition of the New England Borrower as at such date, and the results of its operations and its cash flows for the fiscal year then ended. The unaudited balance sheet of the New England Borrower as at June 30, 1998, and the related unaudited 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 New England 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 and the absence of footnote disclosure). All such financial statements, including the related notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). The New England Borrower does 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, 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 referred to in this paragraph but which would in accordance with GAAP be so reflected in a balance sheet of the New England Borrower as of the Closing Date other than tax liabilities accrued in the ordinary course of business subsequent to the date of such financial statements, Indebtedness to be paid off on the Closing Date and Indebtedness permitted under Section 7.2. During the period from December 31, 1997 to and including the date hereof there has been no Disposition by the New England Borrower of any material part of its business or Property. (d) The audited balance sheets of AMRAC Clear View, a Limited Partnership ("Amrac") (acquired by the New England Borrower in May 1998) as at December 31, 1997, December 31, 1996 and December 31, 1995 and the related 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 Greenfield, Altman, Brown, ▇▇▇▇▇▇ & ▇▇▇▇, P.C., present fairly in all material respects the financial condition of Amrac as at such dates, and the results of its operations and its cash flows for the respective fiscal years then ended. The audited balance sheet of Amrac as at May 28, 1998 and the related audited statements of income and cash flows for the period ended on such date, reported on and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the financial condition of Amrac as at such date, and the results of its operations and its cash flows for the respective period then ended. All such financial statements, including the related notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (e) The audited combined balance sheets of Pegasus Cable Television, Inc. and Pegasus Cable Television of Connecticut, Inc. (collectively, "Pegasus") (acquired by the New England Borrower in July 1998) as at December 31, 1997, December 31, 1996 and December 31, 1995 and the related combined 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 LLP, present fairly in all material respects the combined financial condition of Pegasus as at such date, and the combined results of its operations and its 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 applied consistently throughout the periods involved (except as disclosed therein)involved.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the MLP Borrower and its consolidated Restricted Subsidiaries as at of and for the 12 months ended September 30, 2012 (including the notes thereto) 2020 (the “Pro Forma Balance SheetFinancial 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 datedate (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to (i) the consummation of the Transactions, (ii) the Loans to be made Transactions and the Senior 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 foregoingtherewith. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith and are based on assumptions believed by the best information available Borrower to the MLP be reasonable as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position condition and results of the MLP operations of Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended at September 30, 20122020, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and or at the absence beginning of footnotes)such period, as applicable. (b) The audited consolidated balance sheets sheet of the MLP Borrower and its consolidated Restricted Subsidiaries as of at December 31, 2009, December 31, 2010 and December 31, 20112019, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst ▇▇▇▇▇ & Young ▇▇▇▇▇ LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as of 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 MLP Borrower and its consolidated Restricted Subsidiaries as of at March 31, 2020, June 30, 2020 and September 30, 20122020, and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows flow for the ninethree-month period periods ended on such datedates, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as of at such datedates, and the consolidated results of its operations and its consolidated cash flows flow for the ninethree-month period periods then ended (subject to normal year-end audit adjustments and the absence of footnotes). 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), except that the interim financial statements are subject to year-end adjustments and the absence of footnotes.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries Company as at September June 30, 2012 2002 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each LenderPurchaser, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionsAcquisition, (ii) the Loans to be made and the Senior Notes to be issued sold to the Purchasers on the Initial Closing Date and Subsequent 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 MLP Company as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated combined financial position of the MLP Company and its consolidated Subsidiaries Tesoro as of September June 30, 20122002, assuming that the events specified in the preceding sentence had actually occurred at such date. None of the General Partner, the Guarantor or the Company is aware of any fact or circumstance that would result in the Pro Forma Balance Sheet being inaccurate as of the date (subject to normal year-end audit adjustments and the absence of footnotes)hereof. (b) The audited consolidated balance sheets sheet of the MLP Guarantor as of December 31, 2009, December 31, 2010 2000 and December 31, 20112001, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, as reported on by and accompanied by an unqualified report from Ernst & Young LLP, present presents fairly in all material respects the consolidated financial condition of the MLP Guarantor and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The audited balance sheets of the Company as of December 31, 2000 and December 31, 2001, and the related statements of income and of cash flows for the fiscal years ended on such dates, present fairly the financial condition of the Company as at such date, and the results of its operations and its cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the MLP Guarantor and its Subsidiaries as of September June 30, 20122002, and the related unaudited consolidated statements statement of income and cash flows for the ninesix-month period ended on such date, present presents fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Guarantor as of such date, and the consolidated results of its their operations and its consolidated cash flows for the ninesix-month period then ended (subject to normal year-end audit adjustments adjustments). The unaudited balance sheet of the Company as at June 30, 2002, and the absence related unaudited statement of footnotesincome and cash flows for the six-month period ended on such date, presents fairly the financial condition of the Company as at such date, and the results of its operations and its consolidated 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). Neither the Guarantor (on a consolidated basis) nor the Company 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 June 30, 2002 to and including the date hereof there has been no Disposition by either the Guarantor (on a consolidated basis) or the Company of any material part of its business or property. (c) The audited consolidated balance sheet of the Guarantor as of 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, as reported on by and accompanied by an unqualified report from Ernst & Young LLP, presents fairly the consolidated financial condition of the Guarantor and its Subsidiaries as of such date, and the consolidated results of its operations and cash flows for the respective fiscal years then ended. The unaudited balance sheets of the Company as of December 31, 2002 and December 31, 2003, and the related statements of income and of cash flows for the fiscal years ended on such dates, present fairly the financial condition of the Company as at such date, and the results of its operations and its cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Guarantor and its Subsidiaries as of March 31, 2004, and the related unaudited consolidated statement of income and cash flows for the three-month period ended on such date, presents fairly the consolidated financial condition of the Guarantor and its subsidiaries as of such date, and the consolidated results of their operations and consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). The unaudited balance sheet of the Company as at March 31, 2004, and the related unaudited statement of income and cash flows for the three-month period ended on such date, presents fairly the financial condition of the Company as at such date, and the 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 therein). Except as disclosed on Schedule 5.1(c), neither the Guarantor (on a consolidated basis) nor the Company has any material Guarantee Obligations (other than those arising from the Guarantor’s Guarantee of the 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 March 31, 2004 to and including the date hereof there has been no Disposition by either the Guarantor (on a consolidated basis) or the Company of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30December 31, 2012 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 consummation of the Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof to consummate the Refinancing 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 MLP 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 MLP Borrower and its consolidated Subsidiaries as of September 30at December 31, 20121999, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower as of at December 31, 2009, December 31, 2010 1998 and December 31, 20111997, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young BDO ▇▇▇▇▇▇▇ LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries Borrower as of at September 30, 20121999, 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 MLP and its consolidated Subsidiaries Borrower as of 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 and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The 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 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, 1998 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or property. (c) The consolidated balance sheets of Collagen Aesthetics, Inc. (“Collagen”) and its Subsidiaries as of June 30, 1999, and the related consolidated statements of earnings, cash flows and stockholders’ equity of Collagen and its Subsidiaries for the fiscal year ended on such date, including the notes and schedules thereto and accompanied by an opinion of Ernst & Young LLP, independent certified public accountants of Collagen, copies of which have been furnished to the Syndication Agent, present fairly the consolidated financial condition of Collagen and its Subsidiaries as at such date and the consolidated results of operations and cash flows of Collagen and its Subsidiaries for the period ended on such date in accordance with GAAP applied consistently throughout the periods involved, subject to year-end audit adjustments.

Financial Condition. (a) The unaudited pro forma PRO FORMA consolidated balance sheet of the MLP Company and its consolidated Subsidiaries as at September 30March 31, 2012 2000 (including the notes thereto) (the “Pro Forma Balance Sheet”"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 TransactionsSpin-Off, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Spin-Off Date and the use of proceeds thereof, (iii) the incurrence of Indebtedness under the New Credit Facility and the application of the proceeds thereof on the Spin-Off Date and (iiiiv) 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 MLP Company as of the date of delivery thereof, and presents fairly in all material respects on a pro forma PRO FORMA basis the estimated financial position of the MLP Company and its consolidated Subsidiaries as of September 30at March 31, 20122000, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Company as of at December 31, 20091997, December 31, 2010 1998 and December 31, 20111999, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPArth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Company as of at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries Company as of September 30at March 31, 20122000, and the related unaudited consolidated statements of income and cash flows for the ninethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Company as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended such periods (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Company and its Subsidiaries do not have any material Guarantee obligations, contingent liabilities and liabilities for taxes, or any material 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, that are not reflected or referred to in the most recent financial statements, including the related schedules and notes thereto, referred to in this paragraph. Except as disclosed in the Form 10 Registration Statement, during the period from December 31, 1999 to and including the date hereof there has been no Disposition by the Company of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the MLP Borrower as of December 31, 2000 and December 31, 2001, and the related audited consolidated statements of income and cash flows for the fiscal years ended on such dates, reported on and accompanied by a modified report from A▇▇▇▇▇ A▇▇▇▇▇▇▇ LLP, present fairly the consolidated financial condition of the Borrower as of such date and the results of its operations and cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as of June 30, 2002, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of the Borrower as of such date, certified by a Responsible Officer of the Borrower, to such officer's best knowledge, and the consolidated results of its operations and its consolidated Subsidiaries as at September 30cash flows for the six-month period, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior 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 MLP 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 MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date then ended (subject to normal year-end audit adjustments adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the absence of footnotes)periods involved. (b) The audited consolidated balance sheets sheet of the MLP each Reporting Subsidiary as of December 31, 2009, December 31, 2010 2000 and December 31, 20112001, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPan independent certified public accountant of nationally recognized standing, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries each Reporting Subsidiary as of such date, date and the consolidated results of its their operations and its consolidated their cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries each Reporting Subsidiary as of September June 30, 20122002, and the related unaudited consolidated statements of income and cash flows for the ninesix-month period ended on such date, certified by a Responsible Officer of the Borrower, to such officer's best knowledge, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries each Reporting Subsidiary as of such date, and the consolidated results of its their operations and its consolidated their cash flows for the ninesix-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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 or Responsible Officer, as the case may be, and disclosed therein). (c) The unaudited consolidating balance sheets of the Borrower as of December 31, 2000, December 31, 2001 and June 30, 2002, and the related unaudited consolidating statements of income for the fiscal years, or (in the case of the June 30, 2002 balance sheet and statement) six-month period, ended on such date, certified by a Responsible Officer of the Borrower, to such officer's best knowledge, present fairly the consolidating financial condition of the Borrower as of such date, and the consolidating results of its operations for the fiscal years, or (in the case of the June 30, 2002 balance sheet and statement) six-month period then ended (subject to normal year-end audit adjustments in the case of the June 30, 2002 balance sheet and statement). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. (d) None of the Borrower, any Significant Subsidiary Holding Company, any Significant Subsidiary or any other Subsidiary of the Borrower has any material Guarantee Obligations, contingent liabilities or 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 not reflected in the most recent financial statements referred to in this paragraph. During the period from June 30, 2002 to and including the Amendment Effective Date there has been no Disposition by any of the Borrower, Significant Subsidiary Holding Company, any Significant Subsidiary or any other Subsidiary of the Borrower of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Restricted Subsidiaries as at September June 30, 2012 2010 (including the notes thereto, if any) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of estimated fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the MLP Borrower as of the date of delivery thereof, and presents fairly fairly, in all material respects respects, on a pro forma basis the estimated financial position of the MLP Borrower and its consolidated Restricted Subsidiaries as of September at June 30, 20122010, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower and its consolidated Restricted Subsidiaries as of at December 31, 2007, December 31, 2008 and December 31, 2009, December 31, 2010 and December 31, 2011, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified a report from Ernst & Young PricewaterhouseCoopers LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP Borrower and its Restricted Subsidiaries as at such dates, 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 Restricted Subsidiaries as at June 30, 2010, 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 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. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of September 30, 2012, 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 MLP and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated cash flows for the ninesix-month period then ended (subject to normal year-year end audit adjustments and the absence of footnotesadjustments). 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). As of the Closing Date, no Group Member 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 not reflected in the most recent financial statements referred to in this paragraph (or in the notes thereto) or, in the case of material long term leases, as described in Schedule 4.1. During the period from June, 30, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.