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. (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) audited consolidated and consolidating financial statements of Australian Borrower and its Subsidiaries for the consummation of the TransactionsFiscal Year ended June 30, 2012, (ii) audited consolidated and consolidating financial statements of Australian Borrower and its Subsidiaries for the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof Fiscal Year ended June 30, 2013, in draft form, and (iii) unaudited interim consolidated and consolidating financial statements of Australian Borrower and its Subsidiaries for each calendar month in the payment eleven month period ended as of fees November 30, 2013, copies of each of which have been delivered to Agent and expenses Lenders pursuant hereto, were prepared in connection accordance with GAAP (subject, in the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available case of interim financial statements, to the MLP as absence of the date of delivery thereof, footnotes 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 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 Australian Borrower and its consolidated Subsidiaries as of at such date, dates and the consolidated results of its operations for the periods then ended. (b) The consolidated financial projections (including an operating budget and a cash flow budget) of Australian Borrower and its consolidated cash flows Subsidiaries for the respective Fiscal Years then ended. The unaudited twelve calendar month period ending December 31, 2014, prepared on a quarterly basis, and for each of the twelve calendar month periods ending December 31, 2015, December 31, 2016, December 31, 2017 and December 31, 2018, prepared on an annual basis, copies of each of which have been delivered to Agent and Lenders prior to the Closing Date (i) were prepared by Australian Borrower in good faith and (ii) were prepared in accordance with assumptions for which Australian Borrower believes it has a reasonable basis, and the accompanying consolidated and consolidating pro forma balance sheet of the MLP Australian Borrower and its Subsidiaries as of September 30at the Closing Date, 2012, and adjusted to give effect to the related unaudited consolidated statements of income and cash flows for the nine-month period ended financings contemplated hereby as if such transactions had occurred on such date, present fairly is consistent in all material respects with such projections (it being understood that the consolidated financial condition projections are not a guaranty of future performance and that actual results during the MLP and its consolidated Subsidiaries as of such date, and period covered by the consolidated projections may materially differ from the projected 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 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 Borrower and its consolidated Subsidiaries as at September 30December 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 Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Restatement 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 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, 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 at December 31, 20092010, December 31, 2010 2009 and December 31, 20112008, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such datesdates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Ernst Deloitte & Young Touche 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 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, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the 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 consolidated Restricted Subsidiaries as of at December 31, 20092016, December 31, 2010 2017 and December 31, 20112018, 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 KPMG 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 30at March 31, 20122019, and the related unaudited consolidated statements statement of income income, stockholders’ equity and cash flows flow for the nineapplicable three-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 each 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.

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 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 : (i) The audited balance sheets of Holdings and its Subsidiaries as of December 31, 2006, December 31, 2007 and December 31, 2008 and audited consolidated statements of income for the consummation of the Transactions, fiscal years then ended and (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use unaudited consolidated balance sheets 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 Holdings and its consolidated Subsidiaries as of September 30, 20122008 and September 30, 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, 2009 and the related unaudited consolidated statements of income and of cash flows for the Fiscal Years nine-month periods ended on such datesdates (and, reported in the case of the consolidated balance sheet as of September 30, 2009, the twelve-month period ended on by and accompanied by an unqualified report from Ernst & Young LLP, 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 respective Fiscal Years then ended. The unaudited consolidated balance sheet of the MLP Holdings and its Subsidiaries as of September 30, 2012, at such dates and the related unaudited consolidated statements results of income and cash flows their operations 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 periods then ended (subject to normal year-end audit adjustments and the absence of footnotes)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 thereinotherwise stated therein or in the case of unaudited financial statements for the omission of footnotes and subject to year end adjustments, which adjustments are, individually and in the aggregate, immaterial). (i) The unaudited balance sheets of NLS as of December 29, 2007 and December 27, 2008, and unaudited statements of income for the fiscal years then ended and the unaudited balance sheet of NLS as of September 26, 2009, and an unaudited statement of income for the twelve fiscal month period then ended (collectively, the “NLS Financials”). Except as set forth on Schedule 5.1(b)(i), to the best knowledge of the Borrower, the NLS Financials fairly present, in all material respects, the financial condition of NLS as of the dates thereof and results of operations of NLS for the periods shown therein, and were derived from the books and records of NLS in conformity with GAAP consistently applied during the periods covered thereby (except as otherwise stated therein and for the omission of footnotes and subject to year end and other audit adjustments, which adjustments are, individually and in the aggregate, immaterial); and (ii) (1) unaudited statement of contributed assets and assumed liabilities of the Core Vet Business as of December 29, 2007 and December 27, 2008, and unaudited statements of income for the fiscal years then ended, and (2) unaudited statement of contributed assets and assumed liabilities as of September 26, 2009, and an unaudited statement of income for the twelve fiscal month period then ended (collectively, the “Core Vet Financials”). Except as set forth on Schedule 5.1(b)(ii)-1, (A) the Core Vet Financials have been derived from the accounting records that underlie the consolidated financial statements of Schein as prepared as of the date hereof, which have been prepared in accordance with GAAP consistently applied during the periods covered thereby (except as otherwise stated therein or in the case of unaudited financial statements, subject to year end and other audit adjustments, which adjustments are, individually and in the aggregate, immaterial), (B) the net sales and direct costs have been determined in accordance with GAAP, consistently applied, (C) all other expenses reflected on the Core Vet Financials were determined and allocated in accordance with the principles, assumptions and methodologies on Schedule 5.1(b)(ii)-2 (the “Schein Allocation Methodologies”), which have been consistently applied to the Core Vet Financials, (D) Schein has not made any material mathematical error in applying the Schein Allocation Methodologies, and (E) none of the expenses under the category “Global SG&A Costs” on Schedule 5.1(b)(ii)-3, other than “Corporate Overhead”, contains any material costs or expenses that directly support the Core Vet Business. The income statements in the Core Vet Financials fairly present, in all material respects, the results of operations of the Core Vet Business for the periods shown therein, in accordance with the application of the Schein Allocation Methodologies and the immediately preceding sentence. To the best knowledge of the Borrower, the Core Vet Financials have been prepared in good faith based on appropriate allocation methodologies that provide a reasonable and reasonably accurate presentation in the context of the Transactions. (i) The unaudited pro forma consolidated balance sheet (the “Pro Forma Balance Sheet”) of the Borrower as at September 30, 2009, (ii) the pro forma consolidated statements of income for the fiscal years ended December 31, 2007 and December 31, 2008, respectively, (iii) the pro forma consolidated statement of income for the twelve fiscal month period ended September 30, 2009 and (iv) the pro forma consolidated statement of income for the nine-month periods ended September 30, 2008 and September 30, 2009, respectively, to the extent prepared in reliance on the financial statements set forth in Section 5.1(b), to the best knowledge of the Borrower present fairly the pro forma consolidated financial condition of the Borrower as at such dates and the pro forma results of its operations for such periods, after giving effect (as if such events had occurred on October 1, 2008) to the Transactions (and, in the case of such balance sheet, the financing thereof). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof and as at September 30, 2009, assuming the events specified in the preceding sentence had actually occurred at such date.

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 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 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 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 assumptions deemed reasonable at the MLP as time of the date of delivery preparation thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position of the MLP Holdings and its consolidated Subsidiaries as of September 30December 31, 2012, 2013 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 lack of footnotes). (b) The audited consolidated balance sheets of the MLP Holdings and its Subsidiaries as of 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 PriceWaterhouseCoopers 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 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). During the period from January 1, 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 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 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 Essent and its Subsidiaries as of December 31, 2009, December 31, 2010 2015 and December 31, 2011, 2016 and the related consolidated statements of income and of income, cash flows and stockholders’ equity 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 Essent 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 Essent and its Subsidiaries as of September 30March 31, 2012, 2017 and the related unaudited consolidated statements of income and income, cash flows and stockholders’ equity for the ninethree-month period then ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Essent and its consolidated Subsidiaries as of at such datedates, and the consolidated results of its operations and its consolidated cash flows for the ninethree-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 (subject to (in the case of any such unaudited financial statements) the absence of footnotes and normal year-end audit adjustments and except as disclosed therein). During the period from March 31, 2017 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property. (b) The audited consolidated balance sheets of Essent Re and its Subsidiaries as of December 31, 2015 and 2016, and the related consolidated statements of income, cash flows and stockholder’s equity 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 consolidated financial condition of Essent Re 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 Essent Re and its Subsidiaries as at March 31, 2017, and the related unaudited consolidated statements of income, cash flows and stockholder’s equity for the three-month period then ended present fairly in all material respects the consolidated financial condition of Essent Re and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to the absence of footnotes and 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 (subject to (in the case of any such unaudited financial statements) the absence of footnotes and normal year-end audit adjustments and except as disclosed therein). (c) Essent has heretofore furnished to the Lenders, with respect to each Regulated Insurance Company, copies of the annual Statutory Statements as of December 31, 2015 and 2016 for the fiscal years then ended, and copies of the quarterly Statutory Statement as of March 31, 2017, for the fiscal quarter then ended, in each case as filed with the Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of a Regulated Insurance Company shall not be required to be delivered for any year or quarter that such Regulated Insurance Company was not a Subsidiary of Essent. The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the relevant quarterly statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance in all material respects with the applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Regulated Insurance Companies covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Regulated Insurance Companies covered thereby for the respective periods then ended.

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 Term Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof thereof, (ii) the consummation of the Refinancing, 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 Holdings 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 June 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)2024. (b) The audited consolidated balance sheets sheet of the MLP Holdings and its Subsidiaries as of December 31, 2009, December 31, 2010 and December 31, 2011, 2023 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 LLPon, 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 audited balance sheet of the MLP Holdings and its Subsidiaries as of September 30at December 31, 20122023, 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 combined 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 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 disclosed therein)involved.

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 Canadian Borrower and its consolidated Subsidiaries as at September 30March 31, 2012 2001 (including the notes thereto) (the “"Pro Forma Balance Sheet”"), and the unaudited pro forma income statements of the Canadian Borrower for the fiscal year ended December 30, 2000 and the four fiscal quarters ended March 31, 2001 (the "Pro Forma Income Statements"), copies of which have heretofore been furnished to each Lender, has have been prepared giving effect (as if such events had occurred on such date, in the case of the Pro Forma Balance Sheet, or as if such events had occurred on the first day of the period covered thereby, in the case of the Pro Forma Income Statements) to (i) the consummation of the 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 and the Pro Forma Income Statements are based on the best information available to the MLP as upon good faith estimates and assumptions believed by management of the date of delivery thereof, Borrowers to be reasonable at the time made and presents present fairly in all material respects on a pro forma basis the estimated financial position of the MLP Canadian Borrower and its consolidated Subsidiaries as at March 31, 2001 and the estimated income of September 30, 2012the Canadian Borrower and its Subsidiaries for the period covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and date, in the absence case of footnotes)the Pro Forma Balance Sheet, or as if such events had occurred on the first day of the period covered thereby, in the case of the Pro Forma Income Statements. (b) The audited consolidated balance sheets of the MLP Canadian Borrower as of December 31at January 1, 2009, December 31, 2010 2000 and December 3130, 2011, 2000 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 Canadian 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 Canadian Borrower as of September 30at March 31, 2012, 2001 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 Canadian 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). As of the date of such financial statements, the Canadian 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, 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 (including notes and schedules thereto). During the period from March 31, 2001 to and including the date of this Agreement there has been no Disposition by the Canadian Borrower of any material part of its business or Property.

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 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 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 the MLP Borrower and its consolidated Subsidiaries as at September June 30, 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 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 at 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 Borrower as of at December 31, 20092002, December 31, 2010 2001 and December 31, 20112000, 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 Deloitte & Young Touche 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 audited consolidated balance sheet sheets of the MLP Schlumberger Business as at December 31, 2002, December 31, 2001 and its Subsidiaries as of September 30December 31, 20122000, and the related unaudited consolidated statements of income and of cash flows for the nine-month period fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Schlumberger Business as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninerespective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at September 30, 2003, and the related unaudited consolidated statements of income and cash flows for the 9-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the 9-month period then ended (subject to normal year-end audit adjustments adjustments). The unaudited consolidated balance sheet of the Schlumberger Business as at September 30, 2003, and the absence related unaudited consolidated statements of footnotesincome and cash flows for the 9-month period ended on such date, present fairly the consolidated financial condition of the Schlumberger Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the 9-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as described on Schedule 5.1, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 1, 2003 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. Each Borrower has heretofore provided the Lenders with (ai) The unaudited pro forma audited consolidated financial statements of such Borrower and its Subsidiaries consisting of a 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, 20112020, and the related consolidated statements of income income, changes in common stock equity and of cash flows audited by KPMG LLP, independent certified public accountants and (ii) unaudited consolidated financial statements for the Fiscal Years quarterly periods ended on such datesMarch 31, reported on by 2021, June 30, 2021 and accompanied by an unqualified report from Ernst & Young LLPSeptember 30, present fairly 2021, together with related consolidated statements of income, changes in all material respects the consolidated financial condition of the MLP common stock equity 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 periods ending 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)dates. All such consolidated financial statements, including the related schedules and any notes thereto, have been prepared fairly present the consolidated financial position of such Borrower and its Subsidiaries as of the dates thereof and the results of its operations and changes in its common stock equity and cash flows for the periods then ended, all in accordance with GAAP applied consistently throughout the periods involved (on a consistent basis. Since December 31, 2020, there has not occurred any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, except as may have been disclosed therein)in Avangrid’s Registration Statement on Form S-4, Avangrid’s Annual Report on Form 10-K for the year ended December 31, 2020, Avangrid’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 and any Current Report on Form 8-K of Avangrid or UIL Holdings Corporation, in each case as filed with the SEC prior to the Closing Date and except as may have been disclosed in any equivalent public filings concerning PNM and TNMP filed with the SEC prior to the Contingent Increase Effective Date.

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 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 sheets of the MLP Borrower and its Subsidiaries as of December 31, 2006 and December 31, 2007 and the related consolidated statements of income, cash flows and stockholders’ equity of the Borrower and its Subsidiaries for the fiscal years ended on said dates, with the opinion thereon of Ernst & Young LLP, heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of the Borrower 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 said dates and the Senior Notes consolidated results of their operations for the fiscal year ended on said dates, all in accordance with generally accepted accounting principles. Neither the Borrower nor any of its Subsidiaries had on said dates 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 referred to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses or reflected or provided for in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the MLP said balance sheet 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)said dates. (b) The audited consolidated balance sheets of the MLP Borrower and its Subsidiaries as of December 31June 30, 2009, December 31, 2010 and December 31, 2011, 2008 and the related consolidated statements of income and of income, cash flows and stockholders’ equity of the Borrower and its Subsidiaries for the Fiscal Years six-month period ended on such datessaid date, reported on by heretofore furnished to each of the Lenders, are complete and accompanied by an unqualified report from Ernst & Young LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of such date, at said 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 ninesix-month period ended on such said date, present fairly all in all accordance with generally accepted accounting principles. Neither the Borrower nor any of its Subsidiaries had on said date any material respects 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 referred to or reflected or provided for in said balance sheet as at said date. (c) Since December 31, 2007, there has been no material adverse change in the consolidated financial condition condition, operations, business or prospects of the MLP Borrower and its consolidated 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 thereina whole).

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. 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 and related statements income and cash flows of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 the date of the most recent consolidated quarterly balance sheet referred to in the second sentence of clause (b) below (including the notes thereto) ), adjusted to give effect to the consummation of the transactions contemplated hereby, in the case of such balance sheets, on such date and, in the case of such income statements, on the first day of the relevant period (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 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 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 30at December 31, 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 each of (i) the MLP Borrower and its Subsidiaries as of at December 31, 20092005, (ii) 19E and its Subsidiaries as at June 30, 2003 and June 30, 2004, and (iii) the Elvis Operating Companies as at December 31, 2010 2003 and December 31, 20112004, and and, in each case, the related consolidated statements of income or changes in net assets (as applicable) and of cash flows for the Fiscal Years ended on such datesperiod, in each case, reported on by and accompanied by an unqualified report from Ernst Deloitte & Young LLPTouche, present fairly in all material respects the consolidated financial condition of the MLP Borrower, 19E and its consolidated Subsidiaries and the Elvis Operating Companies as of at such datedates, and the consolidated results of its their respective operations and its their respective consolidated cash flows for the respective Fiscal Years months and years then ended. The unaudited consolidated balance sheet of the MLP Borrower and its Subsidiaries as of September 30at March 31, 2012, 2006 and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such datethen ended, 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 their respective operations and its consolidated their respective cash flows for the nine-month such 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 on a consolidated basis in accordance with GAAP (or, in the case of 19E and its Subsidiaries, in accordance with UK GAAP together with appropriate reconciliations) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereinin their reports thereon). Except as set forth on Schedule 4.1, none of the Borrower or its Subsidiaries has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the MLP Holdings and its consolidated Subsidiaries as at September 30February 27, 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, 20112005, 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 LLPPricewaterhouseCoopers, present fairly fairly, in all material respects 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 year then ended. All such financial statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as approved by such accountants and disclosed therein). (b) The unaudited consolidated balance sheet of the MLP Holdings and its consolidated Subsidiaries as of September 30at November 27, 20122005, 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 fairly, in all material respects 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 (ended, subject to normal year-end audit adjustments and the absence of footnotes)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). Holdings and its Subsidiaries as of November 27, 2005 did not have, and since such date and prior to the Closing Date did not incur, assume or create, any material Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or in the financial statements referred to in paragraph (a) of this subsection (other than foreign exchange transactions in the ordinary course of business as permitted by subsection 8.8). (c) The unaudited consolidated pro forma balance sheet of Holdings and its consolidated Subsidiaries, as of January 22, 2006, certified by a Responsible Officer of Holdings (the “Pro Forma Balance Sheet”), copies of which have been furnished to each Lender, is the unaudited balance sheet of Holdings and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the Refinancing, (ii) the incurrence of the Loans on the Closing Date and (iii) the incurrence of all other Indebtedness that Holdings and its consolidated Subsidiaries expect to incur, and the payment of all amounts Holdings and its consolidated Subsidiaries expect to pay, in connection with the Refinancing. The Pro Forma Balance Sheet was prepared based on good faith assumptions in accordance with GAAP and is based on information believed by Holdings to be reasonable and correct as of the date of delivery thereof and presents fairly, in all material respects, on a pro forma basis the financial position of Holdings and its consolidated Subsidiaries as of January 22, 2006 as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of such date.

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 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 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. (a) The unaudited pro forma audited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30of December 31, 2012 (including 2001, and the notes thereto) (related consolidated statements of income or operations, shareholder's equity and cash flows for the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred fiscal year ended on such date) to that date (i) were prepared in accordance with GAAP consistently applied throughout the consummation of the Transactionsperiod covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the Loans to be made financial position of the 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 its consolidated Subsidiaries as of the date thereof and results of delivery thereof, and presents fairly in all material respects on a pro forma basis operations for the estimated financial position period covered thereby. (b) The unaudited consolidated balance sheet of the MLP Borrower 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, 20112002, and the related consolidated statements of income or operations, shareholder's equity and of cash flows for the Fiscal Years fiscal year ended on such datesthat date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, reported on by except as otherwise expressly noted therein; and accompanied by an unqualified report from Ernst & Young LLP, (ii) fairly present fairly in all material respects the consolidated financial condition position of the MLP Borrower and its consolidated Subsidiaries as of such date, the date thereof and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet period covered thereby, subject, in the case of (i) and (ii), to the MLP absence of footnotes 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 adjustments. (c) All Off-Balance Sheet Liabilities of the Borrower and its Subsidiaries are accurately set forth (a) as of the absence Closing Date, on Schedule 5.13(c) and (b) as of footnotesthe end of each Fiscal Year beginning with the Fiscal Year ended December 31, 2002, on an updated Schedule attached to the Compliance Certificate delivered by the Borrower with the most recent annual financial statements delivered pursuant to Section 6.01(a). All such financial statements. (d) Since September 30, including 2002, no event or condition has occurred which, either individually or in the related schedules and notes theretoaggregate, has had or could reasonably be expected to have been prepared in accordance with GAAP applied consistently throughout the periods involved (a Material Adverse Effect, except as disclosed thereinon Schedule 5.13(d).

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 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 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. (a) The unaudited pro forma consolidated balance sheet of the MLP Parent Borrower and its consolidated combined Subsidiaries as at September 3024, 2012 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, the Administrative Agent has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionsContribution and the Plan of Arrangement, (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 assumptions believed by the best information available Parent Borrower to have been reasonable at the MLP as of the date of delivery thereoftime made, and presents 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 at September 3024, 20122006, assuming that the events specified in the preceding sentence had actually occurred at such date (it being understood that the Pro Forma Balance Sheet is subject to normal year-end audit adjustments the qualifications set forth in the Information Statement incorporated by reference into Amendment No. 3 to the Parent Borrower’s Form 10, as filed with the Securities and Exchange Commission on February 1, 2007, set forth on page 90 under the heading “Unaudited Pro Forma Condensed Combined Financial Information of the Company” and on pages 94 and 95, to the extent such qualifications relate to the Pro Forma Balance Sheet, under the subheadings “Notes to Unaudited Pro Forma Condensed Consolidated Financial Information of the Company” and “Note 1: Basis of Presentation” and the absence assumptions used in preparing the Pro Forma Balance Sheet are subject to significant uncertainties and contingencies, many of footnoteswhich are beyond the Parent Borrower’s control). (b) The audited consolidated combined balance sheets of the MLP Weyerhaeuser Fine Paper Business as of at December 3126, 2009, December 31, 2010 2004 and December 3125, 20112005, and the related consolidated combined statements of income operations and of cash flows for each of the Fiscal Years fiscal years in the three-year period ended on such datesDecember 25, 2005, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, independent public accountants, present fairly fairly, in all material respects respects, the financial position and results of operations and cash flows of the Weyerhaeuser Fine Paper Business as of such dates and for such periods. The unaudited combined balance sheet of the Weyerhaeuser Fine Paper Business as at September 24, 2006, and the related unaudited combined statements of operations and cash flows for the 39-week period ended on such date, present fairly, in all material respects, the financial condition of the Weyerhaeuser Fine Paper Business as at such date, and the results of its operations and its cash flows for the 39-week period then ended (subject to normal year-end audit adjustments). All such financial statements, including the notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. As of the Closing Date, neither the Parent Borrower nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities and liabilities for Taxes, or any material long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required under GAAP to be reflected and are not so reflected in the most recent (as of the date hereof) financial statements (including the notes thereto) referred to in this paragraph. During the period from September 24, 2006 to and including the date hereof there has been no Disposition by the Weyerhaeuser Fine Paper Business or any of its Subsidiaries of any material part of the business or property of the Weyerhaeuser Fine Paper Business, taken as a whole. (c) The audited consolidated balance sheets of the Canadian Borrower as at December 31, 2003, December 31, 2004 and December 31, 2005, and the related consolidated statements of earnings and of cash flows for each of the fiscal years in the three-year period ended December 31, 2005, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, independent public accountants, present fairly, in all material respects, the financial position and results of operations and cash flows of the Canadian Borrower and its consolidated Subsidiaries, as of such dates and for such periods. The unaudited consolidated balance sheet of the Canadian Borrower as at September 30, 2006, and the related unaudited consolidated statements of earnings and cash flows for the 9-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the MLP and its consolidated Subsidiaries Canadian 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 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 nine9-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 accounting principles generally accepted in Canada applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein) and include a reconciliation to GAAP. As of the Closing Date, neither the Canadian Borrower nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities and liabilities for Taxes, or any material long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required under GAAP to be reflected and are not so reflected in the most recent (as of the date hereof) financial statements (including the notes thereto). During the period from September 30, 2006 to and including the date hereof there has been no Disposition by the Canadian Borrower or any of its Subsidiaries of any material part of the business or property of the Canadian Borrower and its Subsidiaries, taken as a whole, except for the sale of the Canadian Borrower’s stock in Norampac.

Financial Condition. (a) The unaudited pro forma 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, 2009, December 31, 2010 and December 31, 20112006, and the related consolidated statements of income operations and of retained earnings and cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on certified by Amper, Politziner & Mattia, P.C. , co▇▇▇▇ ▇f which certified statements have heretofore been furnished to the Bank, are complete and accompanied by an unqualified report from Ernst & Young LLP, correct and present fairly in all material respects the consolidated financial condition of the MLP Borrower and each of its consolidated Subsidiaries as of at such date, and the consolidated results of its operations and its consolidated cash flows changes in financial position 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 Such certified financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout GAAP. (b) The unaudited consolidated balance sheet of the periods involved Borrower and its Subsidiaries as of March 31, 2007, and the related consolidated statements of operations and retained earnings and cash flows for the fiscal quarter ended on each such date, copies of which certified statements have heretofore been furnished to the Bank, are complete and correct and present fairly the financial condition of the Borrower and its Subsidiaries as at such date, and the results of its operations and changes in financial position for such fiscal quarter then ended. Such certified financial statements, including schedules and notes thereto, have been prepared in accordance with GAAP. (except c) Schedule 3.1 sets forth a true and complete list of all Indebtedness (including liabilities for taxes) of the Borrower and its Subsidiaries as disclosed thereinof the Effective Date (after giving effect to the Transactions), in each case (other than the Obligations (other than Indebtedness under Swap Contracts)) showing the aggregate principal amount thereof and the name of each respective borrower and any other entity that guaranteed such Indebtedness. (d) Since May 31, 2007, there has been no event or circumstance, either individually or in the aggregate, that has had or could 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 30December 31, 2012 (including 2009 and December 31, 2008 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 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 audited consolidated balance sheet of the MLP Company and its consolidated Subsidiaries as at (excluding HPI and its Subsidiaries) dated 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 2001 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 Company and its Subsidiaries as of September 30dated December 31, 2012, 2001 and the related unaudited consolidated statements of income and cash flows for the nineperiods ended on such dates: (i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein subject, in the case of the December 31, 2001 statements, to ordinary, good faith year-month end audit adjustments and to the extent GAAP is applicable to quarterly financial statements; (ii) fairly present the financial condition of the Company and its Subsidiaries (excluding HPI and its Subsidiaries) as of the dates thereof and results of operations for the periods covered thereby; and (iii) except as specifically disclosed in Schedule 5.11, show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries (excluding HPI and its Subsidiaries) as of the dates thereof, including liabilities for taxes, material commitments and Contingent Obligations. (b) Since September 30, 2001, there has been no Material Adverse Effect. (c) Except to the extent that any incorrect representation in this clause (c) could not individually or in the aggregate be reasonably expected to have a Material Adverse Effect, the audited balance sheet of HPI and its Subsidiaries dated April 30, 2001 and the related consolidated statements of income and cash flows for the period ended on such date and the unaudited consolidated balance sheet of HPI and its Subsidiaries dated October 31, 2001 and the related consolidated statement of income for the period ended on such date: (i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein subject, in the case of the October 31, 2001 statements, to (A) ordinary, good faith year-end audit adjustments, (B) the fact that the statement of cash flows is omitted, (C) the fact that notes to the financial statements are omitted and (D) the extent to which GAAP is applicable to quarterly financial statements; (ii) fairly present fairly in all material respects the consolidated financial condition of HPI and its Subsidiaries as of the MLP dates thereof and results of operations for the periods covered thereby; and (iii) except as specifically disclosed in Schedule 5.11, show all material indebtedness and other liabilities, direct or contingent, of HPI 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 statementsdates thereof, including the related schedules liabilities for taxes, material commitments and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)Contingent Obligations.

Financial Condition. (a) The unaudited pro forma consolidated Consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September of December 31, 1995 and the related Consolidated statements of income, of cash flows and of changes in owners' equity of the Borrower and its Subsidiaries for the fiscal year ended on such date, reported on by Arthur Andersen & Co., copies of which have heretofore been furnished ▇▇ ▇▇c▇ ▇▇▇▇, are complete and correct and present fairly the financial condition of the Borrower and its Subsidiaries as of such date, and the results of its Consolidated operations and changes in cash flows and changes in owners' equity for the fiscal year then ended. The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2012 (including 1996 and the notes thereto) (related unaudited Consolidated statements of income, and of cash flows of the “Pro Forma Balance Sheet”)Borrower and its Subsidiaries for the six-month period ended on such date, certified by a Responsible Officer of the Borrower, 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 Bank 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 Consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated changes in 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 footnotesadjustment). All such financial statements, including the related schedules and notes thereto, have been prepared according to GAAP. Neither the Borrower nor any Subsidiary of the Borrower has, 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 Commodity Hedge Transaction, any Interest Hedge Agreement, or any Investment in accordance with GAAP applied consistently throughout any Person which is not reflected in the periods involved (except as disclosed therein)foregoing statements or in the notes thereto.

Financial Condition. (a) The unaudited pro forma consolidated ------------------------- --- ----- balance sheet of the MLP TWTC and its consolidated Subsidiaries as at September June 30, 2012 2000 (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 expected to be made and the Senior Notes to be issued on the Closing Restatement Effective Date as of the date on which the Pro Forma Balance Sheet was delivered and certain Additional Financing in connection with the Acquisition and/or the business plan of TWTC as described in the Confidential Information Memorandum 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 and assumptions believed by TWTC to the MLP be reasonable as of the date of delivery thereof, and presents fairly in all material respects fairly, based on such information and assumptions, on a pro forma basis the estimated financial position of the MLP TWTC and --- ----- its consolidated Subsidiaries as of September at June 30, 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 TWTC as of at December 31, 2009, 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 LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries TWTC 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 TWTC as of September at June 30, 20122000, 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 TWTC 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). TWTC and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from June 30, 2000 to and including the date hereof there has been no Disposition by TWTC or any of 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 30March 31, 2012 2010 (including the notes thereto) and the unaudited pro forma consolidated income statements for the twelve month period ending as at such date (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 of the TransactionsAcquisition, (ii) the Loans to be made under this Agreement on the Closing Date and the Senior Notes to be issued on the Merger 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 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 (subject to normal year-end audit adjustments and the absence of footnotes)date. (bi) The audited consolidated balance sheets of the MLP Borrower and its Subsidiaries (other than Techwell and its Subsidiaries) as of at December 3128, 20092007, December 31January 2, 2010 2009 and December 31January 1, 20112010, 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 KPMG 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. . (ii) The unaudited consolidated balance sheet of the MLP Borrower and its Subsidiaries as of September 30, 2012, (other than Techwell and its Subsidiaries) for each fiscal quarter ended after the last balance sheet delivered pursuant to clause (b)(i) above and at least forty-five (45) days prior to the Closing Date and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows for the nine-month period ended on such date, if any, 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 footnotes). (iii) 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 Techwell and its Subsidiaries as at December 31, 2007, December 31, 2008 and December 31, 2009, 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 Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of Techwell and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. (ii) The unaudited consolidated balance sheet of Techwell and its Subsidiaries for each fiscal quarter ended after the last balance sheet delivered pursuant to clause (c)(i) above and at least forty-five (45) days prior the Closing Date and the related unaudited consolidated statements of income, stockholders’ equity and cash flows for the period ended on such date, if any, present fairly in all material respects the consolidated financial condition of Techwell and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for 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, 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 consolidated combined balance sheet of the MLP and its consolidated Subsidiaries Group Members as at September 30, 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 Second Lien 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 ACEP 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 combined Group Members 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 combined balance sheets of the MLP Group Members as of at December 31, 20092000, December 31, 2010 2001, and December 31, 20112002, and, in the case of the Availability Date, the audited or unaudited combined balance sheets of the Group Members as at December 31, 2003 to the extent such statements are available, 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 LLP, KPMG LLP present fairly in all material respects the consolidated combined financial condition of the MLP and its consolidated Subsidiaries Group Members as of at such date, and the consolidated combined results of its the operations and its consolidated combined cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated combined balance sheet of the MLP and its Subsidiaries Group Members as of at September 30, 20122003 and, in the case of the Availability Date, March 31, 2004, if such balance sheet is available, and the related unaudited consolidated combined statements of income and cash flows for the nine-month year to date period ended on such date, present fairly in all material respects the consolidated combined financial condition of the MLP and its consolidated Subsidiaries Group Members as of at such date, and the consolidated combined results of its operations and its consolidated combined 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). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases (other than any Lease Transaction permitted hereunder) 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, on the Availability Date, the Guarantee Obligations of the Group Members that constitute Restricted Subsidiaries in respect of the Senior Second Lien Notes. During the period from September 30, 2003 to and including the date hereof there has been no Disposition by the Group Members of any material part of its business or property other than pursuant to and in accordance with the Acquisition Agreements except as described on Schedule 4.1.

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 information reasonably believed to be the best information available to Holdings and 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, Holdings and its their 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 and the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Holdings and its Subsidiaries as of December 31, 20092012, 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 LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower, Holdings and its consolidated 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 the MLP Holdings and its Subsidiaries as of September at June 30, 20122015, 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 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, 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. Since the later of (a) December 31, 2014 and (b) the date of the latest audited financial statements delivered to the Administrative Agent pursuant to Section 6.1(a), 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 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 FirstSecond 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 Borrower as at September 30March 31, 2012 2013 (including the notes thereto) (the “Pro Forma Balance Sheet”), adjusted for management’s estimates of changes through June 30, 2013, copies of which have heretofore been furnished to each LenderAgent, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Funding Date and the use of proceeds thereof and (iiiii) the payment of fees fees, expenses and expenses taxes in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the 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, 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 as of at December 31, 2009, December 31, 2010 2012 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 LLPthe Independent Auditors, 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, 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 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-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 provided on Schedule 3.1(b), no Loan Party has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including, 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. Except as provided on Schedule 3.1(b), during the period from December 31, 2012 to and including the date hereof there has been no Disposition by any Loan Party of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma PRO FORMA consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 3028, 2012 1997 (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 TransactionsRecapitalization, (ii) the use of proceeds of the Loans to be made made, and the Senior Notes and Common Stock to be issued 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 PRO FORMA basis the estimated financial position of the MLP Borrower and its consolidated Subsidiaries as of at September 3028, 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 and its consolidated Subsidiaries as of December 31at January 1, 20091995, December 31, 2010 1995 and December 3129, 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 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 3028, 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 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). 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 December 29, 1996 to and including the date hereof there has been no Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or Property, other than its sale of Properties to DavCo Restaurants, Inc. on July 14, 1997.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30March 28, 2012 1998 (including the notes 41 36 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 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 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 30at March 28, 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. (ba) 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 LLPArth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, 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, 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 30at March 28, 20121998, and the related unaudited consolidated and consolidating statements of income and cash flows for the ninethirteen-month 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 ninethirteen-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 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 sheets of the MLP Holdings and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries, respectively, as at September 30, 2012 the Closing Date (including the notes thereto) (the “Pro Forma Balance SheetSheets”), copies of which have heretofore been furnished to each Lender, has have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof hereunder and (iii) 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 Holdings or 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 and the Borrower and its consolidated Subsidiaries, respectively, 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 Holdings as of at December 31, 20092002, December 31, 2010 2003 and December 31, 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 PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Holdings 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 consolidating statements of income for the fiscal years ending December 31, 2002, December 31, 2003 and December 31, 2004, as the case may be, present fairly the financial condition of each business unit of Holdings. The unaudited consolidated balance sheet sheets of the MLP Holdings as at March 31, 2005 and its Subsidiaries as of September June 30, 20122005, and the related unaudited consolidated statements of income and of cash flows for the nineeach three-month quarterly period ended on such datedates, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Holdings as of at such datedates, and the consolidated results of its operations and its consolidated cash flows for the nineeach three-month quarterly 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)) and comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. Holdings 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 June 30, 2005 to and including the date hereof there has been no Disposition by Holdings 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 20192022 and December 31, 20202023 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 ▇▇▇▇▇ & 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 TransactionsDD Acquisition, (ii) the Loans to be made and the Senior Notes to be issued on or about 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 EDH and its consolidated Subsidiaries as of September June 30, 2012, 2014 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 EDH and its Subsidiaries as of December 31, 20092011, 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 LLPYoung, present fairly in all material respects the consolidated financial condition of the MLP EDH 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 audited consolidated balance sheet sheets of the MLP DD and its Subsidiaries as of September 30December 31, 20122013, and the related unaudited consolidated statements of income and of cash flows for the nine-month period fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly in all material respects the consolidated financial condition of the MLP DD 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 year then ended (subject ended, except to normal year-end audit adjustments the extent that any misstatement or inaccuracy in such financial statements materially misrepresents the financial condition of DD and such misrepresentation is materially adverse to the absence of footnotes)Lenders. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The unaudited consolidated balance sheets of EDH and its Subsidiaries as at March 31, 2014, and June 30, 2014, and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly in all material respects the consolidated financial condition of EDH and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month periods then ended (subject to normal year-end audit adjustments). The unaudited consolidated balance sheet of DD and its Subsidiaries as at June 30, 2014 and the related unaudited consolidated statement of income and cash flows for the six-month period ended on such date, present fairly in all respects the consolidated financial condition of DD and its Subsidiaries 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), except to the extent that any misstatement or inaccuracy in such financial statements materially misrepresents the financial condition of DD and such misrepresentation is materially adverse to the Lenders. 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 January 1, 2014 to and including the date hereof, other than the DD Acquisition, 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 statement of income of the MLP U.S. Borrower and its consolidated Restricted Subsidiaries as at September 30January 31, 2012 (including the notes thereto) 2011 (the “Pro Forma Balance SheetFinancial Information”), copies of which have heretofore been furnished to each Lender, has have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made 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 Financial Information has been prepared based on the best information available to the MLP U.S. Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the MLP U.S. Borrower and its consolidated Restricted Subsidiaries as of September 30at January 31, 2012, 2011 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 U.S. Borrower and its Restricted Subsidiaries as of December at January 31, 2009, December January 31, 2010 and December January 31, 2011, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such datesJanuary 31, 2009, January 31, 2010 and January 31, 2011, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young LLPYoung, present fairly in all material respects the consolidated financial condition of the MLP U.S. 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 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 Loan Party has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents, any material Guarantee Obligations, contingent liabilities, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries Parent as at September 30, 2012 (including the notes thereto) 2004 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished made available 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 consolidated financial position of the MLP and its consolidated Subsidiaries Parent 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 of the MLP Parent 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 datesDecember 31, 2001, December 31, 2002 and December 31, 2003, reported on by and accompanied by an unqualified report from Ernst Deloitte & Young LLPTouche, copies of which have heretofore been made available to each Lender, 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 at September 30, 20122004, 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 made available to each Lender, 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 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). Parent, the Borrower and its Subsidiaries do not have any material Guarantees, 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, 2003 to and including the date hereof there has been no Disposition by Parent of any material part of its business or Property.

Financial Condition. (a) (x) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries Holdings as at September June 30, 2012 2005 (including the notes thereto) (the “"Pro Forma Balance Sheet”") and (y) the unaudited income statement of Holdings for the fiscal year ended June 30, 2005 (the "Pro Forma Income Statement"), 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 or the first day of the relevant period, as the case may be) 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 and the Pro Forma Income Statement each have been prepared based on the best information available to the MLP each Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position or results of operations, as the MLP case may be, of Holdings and its consolidated Subsidiaries as of September at or for the period ending June 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 or the absence first day of footnotes)such period. (b) The audited consolidated balance sheets of the MLP NAMM Group as of at December 31, 20092002, December 31, 2010 2003 and December 31, 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 each 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 audited consolidated balance sheets of MMM Healthcare as at December 31, 2004, and the related consolidated statements of income and of cash flows for the period from January 1, 2004 through November 30, 2004 and for the period from November 30, 2004 through December 31, 2004, reported on by and accompanied by an unqualified report from KPMG LLP, taken together present fairly the consolidated financial condition of MMM Healthcare as at such dates, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries each Borrower as of September at June 30, 20122005, and the related unaudited consolidated statements of income and cash flows for the nine6-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries each Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine6-month period then ended (subject to normal year-end audit adjustments and, with respect to the financial statements of NAMM, giving effect to the formation of NAMM and its acquisition of the absence of footnotesNAMM Group as if it had occurred on January 1, 2005). 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, with respect to the financial statements of NAMM, giving effect to the formation of NAMM and its acquisition of the NAMM Group as if it had occurred on January 1, 2005). 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, which 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 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 30December 28, 2012 2002 (including the notes thereto) (the “"Pro Forma Balance Sheet”"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionsAcquisition, (ii) the Term Loans to be made hereunder and the Senior Notes loans, if any, to be issued made under the Revolving Credit Agreement on the Closing Date Amendment/Restatement Effective 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 December 28, 20122002, 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 3130, 20092000, December 3129, 2010 2001 and December 3128, 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 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 Holdings as at December 28, 2002 presents fairly the MLP and its Subsidiaries consolidated financial condition of Holdings as at such date. The unaudited consolidated balance sheet of September 30the Borrower as at June 28, 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 Borrower 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 and subject, in the case of the financial statements as of and for the period ended June 28, 2003, to normal year end audit adjustments and the absence of notes). 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 (except in connection with the Acquisition), that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 28, 2002 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property. (c) As of the Amendment/Restatement Effective Date, except as set forth in the accounting policies described and set forth in Schedule 4.9 of the Asset Purchase Agreement, the line items set forth in (i) the unaudited product contribution statements in respect of the Acquired Assets for the years ended December 31, 2001 and December 31, 2002, and (ii) the unaudited product contributions statements in respect of the Acquired Assets for the six months ended June 30, 2003, to the best of the Borrower's knowledge, fairly present in all material respects the information purported to be presented in such line items at the dates and for the periods indicated therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30March 28, 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 TransactionsStock Repurchase (including the issuance of the Seller Note), (ii) the issuance of the Convertible Preferred Stock, (iii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof 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 September 30at March 28, 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 December 31at June 28, 20091996 and June 28, December 31, 2010 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 Deloitte & Young LLPTouche, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Borrower 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 Borrower as of September 30at March 28, 20121998, 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). Except as set forth on Schedule 4.1(b), 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. During the period from June 28, 1997 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 EBITDA of the Borrower and its consolidated Subsidiaries for the fiscal year ended June 27, 1998 equals or exceeds $29,000,000.00.

Financial Condition. (a) The unaudited pro forma consolidated combined balance sheet sheets of the MLP and its consolidated Subsidiaries Student Housing Platform as at September 30December 31, 2012 (including 2001 and December 31, 2002 and the notes thereto) (related combined statements of income and of cash flows for the “Pro Forma Balance Sheet”)fiscal years ended on such dates, in each case audited by Ernst & Young LLP, copies of which have heretofore been furnished to each Lenderthe Lender are complete and correct and present fairly, 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 combined financial position condition of the MLP and its consolidated Subsidiaries Student Housing Platform 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 2002 and December 31, 20112001, the combined results of its operations for the fiscal years then ended and their combined cash flows for the fiscal years ended on December 31, 2002 and December 31, 2001. To the actual knowledge of the Borrowers, the unaudited combined balance sheets of each Real Property within the Student Housing Platform as at December 31, 2001 and December 31, 2002 and the related consolidated unaudited statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by copies of which have heretofore been furnished to the Lender, are complete and accompanied by an unqualified report from Ernst & Young LLPcorrect and present fairly, present fairly in all material respects respects, the consolidated financial condition of each Real Property within the MLP and its consolidated Subsidiaries Student Housing Platform as of at such date, and the consolidated results of its their operations and its consolidated their cash flows for the respective Fiscal Years then endedfiscal years ended on December 31, 2002 and December 31, 2001 (subject to normal year-end audit adjustments). The unaudited consolidated balance sheet To the actual knowledge of the MLP and its Subsidiaries Borrowers, the unaudited balance sheets of each Real Property within the Student Housing Platform as of September at April 30, 2012, 2003 and the related unaudited consolidated statements of income and of cash flows for the ninefour-month period ended on such date, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly fairly, in all material respects respects, the consolidated financial condition of each Real Property within the MLP and its consolidated Subsidiaries Student Housing Platform as of at such date, and the consolidated results of its operations and its consolidated cash flows for the ninefour-month period then ended (subject to normal year-end audit adjustments adjustments). (b) The unaudited balance sheets of Concord Associates, L.P. with respect to the Melville Catskill Platform as at June 30, 2003 and the absence related unaudited statements of footnotesincome for the 6-month period ended on such date, copies of which have heretofore been furnished to the Lender, are, to the actual knowledge of the Borrowers, complete and correct and present fairly, in all material respects, the financial condition of each Real Property within the Melville Catskill Platform as at such date, and the results of its operations for the 6-month period then ended (subject to year-end audit adjustments). (c) The unaudited balance sheets of Sullivan Resorts, LLC with respect to the Melville Catskill Platform ▇▇ ▇▇ ▇▇ne 30, 2003 and the related unaudited statements of income for the 6-month period ended on such date, copies of which have heretofore been furnished to the Lender, are, to the actual knowledge of the Borrowers, complete and correct and present fairly, in all material respects, the financial condition of each Real Property within the Melville Catskill Platform as at such date, and the results of its operations for the 6-month period then ended (subject to year-end audit adjustments). (d) The unaudited Monthly Financial Report of the Epoch Senior Living Platform as at June 30, 2003, a copy of which has heretofore been furnished to the Lender, is, to the actual knowledge of the Borrowers, complete and correct and presents fairly, in all material respects, the financial condition of the Epoch Senior Living Platform as at such date, and the results of its operations and cash flows for the six-month period then ended (subject to year-end audit adjustments). (e) The combined balance sheets of RSVP and its combined subsidiaries and affiliates as at December 31, 2002 and December 31, 2001 and the related combined statements of income and of cash flows for the fiscal years ended on such dates and in each case audited by Ernst & Young LLP, copies of which have heretofore been furnished to the Lender are complete and correct and present fairly, in all material respects, the combined financial condition of RSVP and its combined affiliates as at December 31, 2002 and December 31, 2001 and the combined results of their operations and cash flows for the years ended December 31, 2002 and December 31, 2001. To the actual knowledge of the Borrowers, the unaudited combined balance sheets of RSVP and its combined affiliates as at June 30, 2003 and the related unaudited combined statements of income and of cash flows for the 6-month period ended on such date, copies of which have heretofore been furnished to the Lender are complete and correct and, present fairly, in all material respects, the combined financial conditions, respectively, of RSVP and its combined affiliates as at such date, and the combined results, respectively, of their operations and their combined cash flows for the 6-month period then ended (subject to year-end audit adjustments). (f) All such financial statements, including the related schedules and notes thereto, have (to the actual knowledge of Borrower's in the case of unaudited financial statements) been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or each Borrower, as the case may be, and as disclosed therein and except that interim financial statements are subject to year-end adjustments and the absence of footnotes). None of the Borrowers nor any of their combined Subsidiaries had, at the date of the most recent audited balance sheet referred to above, if any, 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. Except as set forth on Schedule 3.1(f), during the period from December 31, 2002 to and including the date hereof there has been no sale, transfer or other disposition by any Borrower 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 capital stock of any other Person) material in relation to the combined financial condition of each Borrower and its consolidated Subsidiaries in each case at December 31, 2002. (g) The Business Plan delivered to the Lender (including any financial projections contained therein) represents the Borrowers' good faith estimate of the information contained therein for the periods covered thereby. (h) The rent rolls dated April 30, 2003 delivered to the Lender related to the 2002/2003 academic year and rent rolls dated July 31, 2003 delivered to the Lender related to the 2003/2004 academic year for each Real Property within the Student Housing Platform were true and correct in all material respects as of the date of preparation. (i) The pro forma budgets, expense estimates and net rentable square feet as of May, 2003 of each Real Property within the Wilton Platform delivered to the Lender represent the Wilton Platform's best estimate at such time. The construction budget and timeline of the Wilton Platform delivered to the Lender represent the Wilton Platform's best estimate at such time. (j) Occupancy reports of each Real Property within the Student Housing Platform as of July 18, 2003 delivered to the Lender are true and correct in all material respects. Detailed Expense Estimates of each Real Property within the Wilton Platform as of July 18, 2003 delivered to the Lender represent the Wilton Platform's best estimate at such time. The Concord Parcel Schedules, the Sullivan Resorts Parcel Schedule and the Hotel Development Site Sched▇▇▇ ▇▇▇▇ respect to the Melville-Catskills Platform delivered to the Lender are true and correct in all material respects. (k) To the actual knowledge of the Borrowers, the bank balances dated July 31, 2003 as set forth on Schedule 3.1(k), that have been delivered to the Lender are true and correct in all material respects as of the date of preparation. (l) To the actual knowledge of the Borrowers, (i) the Catskills Resorts LLC Capitalization Schedule at June 30, 2003 and (ii) the Combined Equity Positions of Catskills Resort Group LLC and JAH Realties, L.P. in Concord Associates L.P. and Sullivan Resort Group LLC as of December 31, 2003, copies of which ha▇▇ ▇▇▇▇ furnished to the Lender, are true and correct in all material respects.

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 Transactions, Transaction and (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 after due inquiry 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 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 the absence of footnotes)date. (b) The audited consolidated balance sheets of the MLP Borrower and its consolidated Subsidiaries as of December 31at September 30, 20092002, December 31, 2010 2002 and December 31, 20112003, and the related consolidated statements of income operations and of cash flows for the Fiscal Years year ended on such datesSeptember 30, 2002, the three-month period ended December 31, 2002, and the year ended December 31, 2003, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly fairly, in all material respects 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 periods then ended. The unaudited consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as of September 30at March 31, 20122004, and the related unaudited consolidated statements of income operations and cash flows 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 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 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, 2003 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 30August 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 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 August 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, 20092000, 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 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 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 Borrower 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 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, 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 obligations in respect of surety bonds entered into in the ordinary course of business and Guarantee Obligations in respect thereof. During the period from December 31, 2002 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property other than in connection with the Acquisition.

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, 2020 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 Company has previously provided to Allied a true and complete copy of the audited Consolidated and consolidating balance sheet of the MLP Company and its consolidated Subsidiaries as at September 30December 31, 2012 (including 1998 and December 31, 1999, and the notes thereto) related Consolidated and consolidating statements of income and cash flow of the Company and its Subsidiaries for the fiscal year then ended (the “Pro Forma Balance Sheet”"Audited 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 Company's and each of the MLP its Subsidiaries' operations and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred 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 Company concerning the Audited Financials, a copy of footnotes)which is included with the Audited Financials. (b) The audited consolidated Company has previously provided to Allied a true and complete copy of the preliminary unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries as at October 31, 2000 and the related preliminary unaudited Consolidated and consolidating statements of income and Consolidated cash flow of the Company and its Subsidiaries for the 10 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 Company's and each of 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) Attached to Schedule 4.6(c) are the pro forma Consolidated and 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 Company and its Subsidiaries as of September 30the end of each of fiscal years 2001 through 2003, 2012giving effect to the incurrence of the full amount of Indebtedness contemplated under this Agreement and the use of the proceeds thereof, and the related unaudited consolidated Consolidated statements of projected cash flow, projected retained earnings and projected income for such fiscal year (the "Projected Statements"). The Projected Statements are based on estimates, information and cash flows for assumptions believed by 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, 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 nine-month period then ended (subject to normal year-end audit adjustments and the absence time of footnotes). All delivery, that such financial statements, including the related schedules and notes thereto, have been prepared projections are incorrect or misleading in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)any material respect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet sheets of the MLP Holdings and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries, respectively, as at September 30, 2012 the Closing Date (including the notes thereto) (the “Pro Forma Balance SheetSheets”), copies of which have heretofore been furnished to each Lender, has have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made hereunder and the 2003 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 Sheets have been prepared based on the best information available to Holdings or 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 and the Borrower and its consolidated Subsidiaries, respectively, 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 Holdings as of at December 31, 20092000, 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 of the MLP and its consolidated Subsidiaries Holdings 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 consolidating statements of income for the fiscal years ending December 31, 2000, December 31, 2001 and December 31, 2002, as the case may be, present fairly the financial condition of each business unit of Holdings. The unaudited consolidated balance sheet sheets of the MLP Holdings as at March 31, 2003 and its Subsidiaries as of September June 30, 20122003, and the related unaudited consolidated statements of income and of cash flows for the nineeach three-month quarterly period ended on such datedates, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries Holdings as of at such datedates, and the consolidated results of its operations and its consolidated cash flows for the nineeach three-month quarterly 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)) and comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. Holdings 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 June 30, 2003 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: (ai) The unaudited pro forma the consolidated balance sheet sheets of the MLP Borrower and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”)1994, 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 1995 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, 20111996, and the related consolidated statements of income and of cash flows of Borrower and its Subsidiaries for the Fiscal Years fiscal years then ended, accompanied, in the case of the financial statements for the fiscal years ended on such datesSeptember 30, reported on by 1994 and accompanied September 30, 1995, by an unqualified report from Ernst & Young LLPopinion of Borrower's accoun tants, present fairly and accompanied, in all material respects the consolidated financial condition case of the MLP and its consolidated Subsidiaries as financial statements for the fiscal year ended September 30, 1996, by a form of such dateopinion of Borrower's accountants, together with a letter from Borrower's accountants with respect thereto, and the consolidated results and consolidating balance sheets 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 at October 31, 1996, together with selected consolidated statements of September 30income, 2012stockholders' equity and cash flow for the one month period then ended, duly certified by the chief financial officer of Borrower that such financial statements fairly present (subject, in the case of such balance sheet as at October 31, 1996 and the related unaudited consolidated such statements of income and cash flows for the nine-one month period ended on such datethen ended, 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 adjustments) the consolidated financial condition of Borrower and its Subsidiaries as at such dates and the absence consolidated results of footnotes). All the operation of Borrower and its Subsidiaries for the periods ended on such dates and that all such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved involved; (except ii) the consolidated balance sheets of Quality Foods, L.P. and its Subsidiaries as disclosed at December 31, 1993, 1994 and 1995, and the related statements of income and cash flows of Quality Foods, L.P. and its Subsidiaries for the fiscal years then ended, accompanied by an opinion of Quality Foods, L.P.'s accountants; the consolidated balance sheet of Quality Foods, L.P. and its Subsidiaries as at September 30, 1995 and 1996, and the related consolidated statements of income and cash flows of Quality Foods, L.P. and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of Quality Foods, L.P. that such financial statements fairly present (subject, in the case of such balance sheet as at September 30, 1996 and such statements of income and cash flows for the nine months then ended, to normal year-end audit adjustments) the consolidated financial condition of Quality Foods, L.P. and its Subsidiaries as at such dates and the consolidated results of the operations of Quality Foods, L.P. and its Subsidiaries for the periods ended on such dates and that all such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved; (iii) pro forma financial statements of Borrower and its Subsidiaries as of September 30, 1996, giving effect to the Acquisition, the Restructuring and the other transactions contemplated hereby and reflecting estimated purchase price accounting adjustments, prepared by Borrower, and substantially in compliance with Article 11 of Regulation S-X of the Securities and Exchange Commission (assuming such pro forma financial statements were furnished in connection with a public offering), which pro forma financial statements shall be accompanied by a certificate of the chief financial officer of Borrower to the effect that, based on his discussion with Borrower's accountants, such pro forma financial statements are substantially in compliance with such Article 11; and (iv) together with each of the interim financial statements referred to in subdivision (ii) above, an independent accountant's review report signed by Quality Foods, L.P.'s accountants to the effect that they have conducted a limited review with respect to such interim financial statements in accordance with Statement on Auditing Standards No. 71. The Financial Statements (other than pro forma financial 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 unaudited Financial Statements, to changes resulting from audit and normal year-end adjustments. The pro forma financial statements included in the Financial Statements present fairly the information shown therein), have been properly compiled on the pro forma basis described therein, and in Borrower's opinion, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to herein. Parent and its Subsidiaries do not (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 and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Parent or any of its Subsidiaries.

Financial Condition. (a) The unaudited pro forma consolidated combined ------------------- --- ----- balance sheet of the MLP and its consolidated Subsidiaries Borrower as at September 30February 28, 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 TransactionsRecapitalization, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of the 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 --- ----- Borrower as of September 30at February 28, 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 combined balance sheets of the MLP Borrower as of at December 3128, 20091996, December 31February 28, 2010 1998 and December 31February 28, 20111999, and the related consolidated combined statements of income and of cash flows for the Fiscal Years fiscal periods ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPthe relevant firm of accountants, present fairly in all material respects the consolidated combined financial condition of the MLP and its consolidated Subsidiaries Borrower 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 periods then ended. The unaudited consolidated audited combined balance sheet of the MLP and its Subsidiaries Borrower as of September 30at July 1, 20121997, and the related unaudited consolidated combined statements of income and of cash flows for the ninesix-month period ended on such date, present fairly in all material respects the consolidated combined financial condition of the MLP and its consolidated Subsidiaries Borrower as of at such date, and the consolidated combined results of its operations and its consolidated combined cash flows for such period. The audited combined balance sheet of Bedding Experts as at July 1, 1997, and the related combined statements of income and of cash flows for the ninesix-month period ended on such date, present fairly in all material respects the combined financial condition of Bedding Experts as at such date, and the combined results of its operations and its combined cash flows for such period. The unaudited combined balance sheet of the Borrower as at May 31, 1999, and the related unaudited combined statements of income and cash flows for the three- month period ended on such date, present fairly in all material respects the combined financial condition of the Borrower as at such date, and the combined results of its operations and its combined cash flows for the three-month period then ended (subject to normal year-end audit adjustments 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 discussed therein, the absence of footnotes for all unaudited periods and, in the case of audited financial statements, as approved by the relevant firm of accountants). Holdings, the Borrower 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 February 28, 1999 to and including the date hereof there has been no Disposition by Holdings, the Borrower or any of 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 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 NSP Holdings L.L.C. and NSP as of at December 31, 20092002, December 31, 2010 2003 and December 31, 2011, 2004 and the related consolidated statements of income operations, changes in members’ deficit 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 Young, LLP, present fairly in all material respects the consolidated financial condition of the MLP NSP Holdings L.L.C. and its consolidated Subsidiaries NSP 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 NSP Holdings L.L.C. and its Subsidiaries NSP as of September 30at April 2, 20122005, and the related unaudited consolidated statements of income operations 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 NSP Holdings L.L.C. and its consolidated Subsidiaries NSP as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine3-month period then ended (subject to normal year-end audit adjustments adjustments). The (x) unaudited consolidated balance sheets of NSP Holdings L.L.C. and NSP as at April 30, 2005 and May 28, 2005, and the absence related unaudited consolidated statements of footnotes)operations and cash flows for the fiscal months ended on such dates, and (y) the unaudited balance sheets of NSP’s general industrial, fire service and utility/high voltage business segments as at April 30, 2005 and May 28, 2005 and the related statements of operations and cash flows for the fiscal months ended at such dates, present fairly in all material respects the consolidated financial condition of NSP Holdings L.L.C. and NSP, and the business segments as at such dates, and the consolidated results of its operations and its consolidated cash flows for the monthly 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 thereintherein and for the absence of certain notes thereto). NSP 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 but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the Closing Date. During the period from December 31, 2004 to and including the date hereof there has been no Disposition by NSP or any of its subsidiaries of any material part of its business or property. (b) The Parent Borrower has heretofore delivered to the Lenders the Confidential Offering Circular dated June 28, 2005 of NSP Holdings L.L.C. and NSP Holdings Capital Corp. in respect of the 11 3/4% Senior Pay in Kind due 2012, and any amendment or supplement thereto which contains the unaudited pro forma consolidated balance sheet and statements of operations of NSP Holdings L.L.C., and as of and for the three-month period ended April 2, 2005, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of operations. Such pro forma financial statements have been prepared in good faith by NSP Holdings L.L.C. and its Subsidiaries, based on the assumptions stated therein (which assumptions are believed by NSP Holdings L.L.C. and its Subsidiaries on the date hereof and on the Closing Date to be reasonable), are based on the best information available to NSP Holdings L.L.C. and its Subsidiaries as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly in all material respects the pro forma consolidated financial position and results of operations of NSP Holdings L.L.C. as of such date and for such periods, assuming that the Transactions had occurred at such dates.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet sheets of each of Holdings and the MLP Borrower and its their respective consolidated Subsidiaries as at September 30of March 31, 2012 (including the notes thereto) 2003 (the “"Pro Forma Balance Sheet”Sheets"), copies of which have heretofore been furnished fur- nished to each Lender, has have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made 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 Sheets have been prepared based on the best information available to Holdings and the MLP Borrower as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis Pro Forma Basis the estimated financial position of Holdings and the MLP Borrower and its their respective consolidated Subsidiaries as of September 30March 31, 20122003, assuming that the events specified in the preceding sentence had actually occurred at as of such date (subject to normal year-end audit adjustments and the absence of footnotes)date. (b) The audited consolidated balance sheets of each of Holdings and the MLP Borrower as of December 31, 2009, December 31, 2010 2002 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 reports from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of Holdings and the MLP and its consolidated Subsidiaries Borrower as of such datedates, and the consolidated results of its their respective operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet sheets of each of Holdings and the MLP and its Subsidiaries Borrower as of September 30March 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 each of Holdings and the MLP and its consolidated Subsidiaries Borrower as of such date, and the consolidated results of its their respective 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 theretothereto (if any), 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 unaudited financial statements to the absence of footnote disclosure). No Group Member has any material Guarantee Obligations, contingent liabilities, liabilities for taxes, 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, 2002 to and including the date hereof there has been no Disposition by Holdings or the Borrower or any of 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 Holdings and its consolidated Subsidiaries (including for this purpose the WTOV-TV Buyer and its Subsidiaries) as at September 30January 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 TransactionsAcquisitions, (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 Holdings and its consolidated Subsidiaries as at January 31, 1997 and is based upon good faith estimates and assumptions believed by management of September 30, 2012Holdings and the Borrower to be reasonable at the time 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. (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 unaudited combined 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 combining balance sheet of the MLP Multi-Station Sellers and its Subsidiaries as of September 30the WTOV-TV Sellers for the fiscal year ending December 31, 2012, 1996 and the related unaudited consolidated combined and combining statements of income and cash flows for the nine-month period fiscal year ended on such datedate and delivered to the Administrative Agent by the Borrower, present fairly in all material respects the consolidated combined and combining financial condition of the MLP Multi-Station Sellers and the WTOV-TV Sellers, as the case may be, as at such dates, and the combined and combining results of its consolidated Subsidiaries operations and cash flows for the fiscal year then ended (subject to year-end audit adjustments). The audited combined and unaudited combining (on a Station by Station basis) statements of operations and cash flows of the Michigan Station, the Steubenville Station and the Rochester Station and the audited statements of operations and cash flows of the Salinas-Monterey Station for each of the fiscal years ended December 31, 1994 and December 31, 1995, reported on by, and accompanied by unqualified reports from, Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, present fairly the combined and combining (on a Station by Station basis) results of operations and cash flows of the Michigan Station, the Steubenville Station and the Rochester Station and the results of operations and cash flows of the Salinas-Monterey Station for the respective fiscal years then ended. The unaudited combined and combining balance sheets of the Multi-Station Sellers and the WTOV-TV Sellers for each of the fiscal quarters and for each fiscal month ended subsequent to the date of the latest audited financial statements as to which financial statements are available, and the related unaudited combined and combining statements of income and cash flows for the periods ended on such dates, present fairly the combined and combining financial condition of the Multi-Station Sellers and the WTOV-TV Sellers, as the case may be, as at such date, and the consolidated combined and combining results of its operations and its consolidated combined and combining cash flows for the nine-month period 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 relevant firm of accountants and disclosed therein). The most recent balance sheets referred to above reflect, as required by GAAP, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, and any long-term leases and unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in each case as of the date of such balance sheets. During the period from the date of the most recent audited financial statements delivered pursuant to this paragraph to and including the date hereof there has been no sale, transfer or other disposition by any of the Multi-Station Sellers or the WTOV-TV Sellers of any material part of its business or Property (other than in connection with the Acquisitions). (c) The most recent financial statements for the Multi-Station Sellers and the WTOV-TV Sellers delivered pursuant to subsection 4.1(b) (which shall be for a period ended not more than 60 days prior to the Closing Date) shall indicate on a pro forma basis (after giving effect to the Acquisitions) that as of the Closing Date, the ratio of Consolidated Total Debt to Consolidated EBITDA is no greater than 6.40 to 1.00.

Financial Condition. The Borrower has heretofore furnished to each Lender copies of (ai) The unaudited pro forma the 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, 2009, December 31, 2010 and December 31, 2011, 2003 and the related audited consolidated statements of income and of cash flows for the Fiscal Years fiscal year 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, audited by PricewaterhouseCoopers LLP and (ii) 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 at June 30, 2012, 2004 and the related unaudited consolidated statements of income and of cash flows for the ninesix-month period ended on such datedate (the “Financial Statements”). The Financial Statements present fairly, present fairly in all material respects respects, the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries as of such dateat December 31, 2003 and June 30, 2004 and present fairly, in all material respects, the consolidated results of its their operations and its their consolidated cash flows for the nine-month period periods then ended (subject to normal year-end audit adjustments and the absence of footnotesfootnote disclosure). All such financial statementsThe Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved period involved. Except as set forth on Schedule 4.1, neither the Borrower nor any of its consolidated Subsidiaries had, at December 31, 2003 or at the date hereof, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual material forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth on Schedule 4.1, during the period from December 31, 2003 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower 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 (except including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Subsidiaries as disclosed therein)of December 31, 2003.

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 Parent 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 Borrower's consolidated balance sheets of (which includes Lakeshore and Lakes Mall) for the MLP fiscal year ended as of December 31, 2009, December 31, 2010 and December 31, 20112003, and the related consolidated statements of income operations and Consolidated statements of cash flows for the Fiscal Years year then ended on such datesfiled with the SEC in the Forms 10-Q and 10-K, reported on by and accompanied by an unqualified report from Ernst & Young LLP(ii) the unaudited interim consolidated balance sheet of Borrower, Lakeshore and Lakes Mall for September 30, 2004 and the related consolidated statements of operations and consolidated statements of cash flows for the period then ended, a copy of each of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present fairly in all material respects the consolidated financial condition of Parent, Borrower, Lakeshore and Lakes Mall as at the MLP and its consolidated Subsidiaries as date of such date, said balance sheets and the consolidated results of its operations for said periods and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet as of the MLP date of closing of this Loan Agreement and its Subsidiaries as of September 30related transactions, 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)respectively. All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout on a consistent basis maintained through the period involved. (b) Since September 30, 2004, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Borrower, Lakeshore and/or Lakes Mall. (i) The audited balance sheet of Parent for the fiscal year ended on December 31, 2003, the unaudited balance sheet of Parent for the period ended September 30, 2004, and the related statements of operations and of cash flows for the year ended 2003 and the period ended September 30, 2004, a copy of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Parent as at the date of said balance sheets and the results of its operations for said periods involved and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved. (except d) Since September 30, 2004, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Parent. (e) The warranties and representations made in this Section 5.3 are and were made as disclosed therein)of the date of this Loan Agreement and any violation thereof shall be determined as of that date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30March 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 TransactionsAcquisition, (ii) the Tranche C Term 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, 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, 20091996, December 31, 2010 1997 and December 31, 2011, 1998 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 position 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, 20121999, 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 position 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 any notes theretothereto (except in the case of any notes to the financial statements dated as of March 31, 1999), 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 the most recent financial statements referred to in this paragraph (b), the Borrower and its Subsidiaries did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, 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 Schedule 4.1(b). 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, except as set forth on Schedule 4.1. (c) The Division 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, except as set forth on Schedule 4.1(c).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September October 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 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 September at October 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 as of December 31at February 2, 20092003, December 31February 1, 2010 2004 and December 31January 30, 20112005, 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, subject to the restatement of financial statements with respect to recognition of lease rental expenses, as described in the Borrower's Form 10-Q for the period ended October 30, 2005, 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 at October 30, 20122005, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, subject to the restatement of financial statements with respect to recognition of lease rental expenses, as described in the Borrower's Form 10-Q for the period ended October 30, 2005, 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). 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 30, 2005 to and including the date hereof, except as disclosed on Schedule 4.1(b), 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 Holdings and its consolidated Subsidiaries as at September 30March 31, 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, (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 Holdings as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated --- ----- financial position of the MLP Holdings and its consolidated Subsidiaries as of September 30at March 31, 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. (ba) The audited consolidated balance sheets of the MLP Holdings and its consolidated Subsidiaries as of December at March 31, 2009, December 1996 and March 31, 2010 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 Price Waterhouse 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 fiscal years then ended. The unaudited preliminary consolidated balance sheet of the MLP Holdings and its consolidated Subsidiaries as of September 30at March 31, 20121998, and the related unaudited preliminary consolidated statements of income and cash flows for the nine-month period fiscal year ended on such date, copies of which have been delivered to the Lenders, 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 ninetwelve-month period then ended (subject to normal year-end audit adjustments and the absence of footnotespotential 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). Holdings and its consolidated 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 required to be but are not reflected in the most recent financial statements referred to in this paragraph and the Pro Forma Balance Sheet. During the period from March 31, 1997 to and including the date hereof there has been no Disposition by Holdings or any of its consolidated 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 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, 2019 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 and December 31, 2011, 2018 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, 20122019, 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 Parent and its consolidated Subsidiaries 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 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, 2018 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 December 30, 2012 (including the notes thereto) 2006 (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 hereunder, if any, 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 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 December 30, 20122006, assuming that the events specified in the preceding sentence had actually occurred at such date date. The unaudited statements of earnings before interest, taxes and amortization of intangible assets for the Target for the fifty-two week periods ending on each of December 31, 2005 (subject on a pro forma basis) and December 30, 2006, copies of which have heretofore been furnished to normal yeareach Lender, present fairly in all material respects the results of operations of the Target as of the fifty-end audit adjustments and the absence of footnotes)two week periods then ended. (b) The audited consolidated balance sheets of the MLP Borrower as of December 31at January 3, 20092004, December 31January 1, 2010 2005 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 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 at December 30, 20122006, and the related unaudited consolidated statements of income and cash flows for the ninefifty-month two 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 ninefifty-month two 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 December 30, 2006, 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 December 31, 2005, 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 of the MLP REIT and its consolidated Subsidiaries as at September June 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 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 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 at June 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)date. (b) The audited consolidated balance sheets of the MLP Chatham Predecessor as of at December 31, 2009, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of Chatham Predecessor as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. (c) The audited consolidated balance sheets of the REIT as at 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, 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 REIT 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 REIT as of September at June 30, 2012, and the related unaudited consolidated statements of income and cash flows for the ninesix-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 REIT 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 adjustments). (d) The unaudited operating statements for each Borrowing Base Property for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011, 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 six-month period ended June 30, 2012, copies of which have heretofore been furnished to each Lender, presents fairly the operating cash flow of each Borrowing Base Property for the six-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, 2011 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 Borrower has delivered to the MLP Administrative Agent 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 Lenders: (i) the consummation consolidated balance sheet as at the end of the Transactionsfiscal year ended March 31, 2010 and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year ended March 31, 2010, in each case audited by a nationally recognized independent accounting firm; (ii) consolidating company-prepared unaudited balance sheet as at the Loans to be made end of the fiscal year ended March 31, 2010 and consolidating statement of income of the Senior Notes to be issued on Borrower and its Subsidiaries for the Closing Date and the use of proceeds thereof and fiscal year ended March 31, 2010; (iii) consolidated company-prepared unaudited balance sheets and statements of income, retained earnings and cash flows of the payment Borrower and its Subsidiaries for the period beginning April 1, 2010 and ended December 31, 2010; (iv) consolidating company-prepared unaudited balance sheets and statements of fees income of the Borrower and expenses its Subsidiaries for the period beginning April 1, 2010 and ended December 31, 2010; and (v) consolidated one-year management prepared projections (including detailed consolidating information for sales, costs of sales, labor and rent), including income statements and balance sheets of the Borrower and its Subsidiaries, each in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available form and substance satisfactory to the MLP Administrative Agent and certified by a Responsible Officer of the Borrower, that (A) they fairly present the financial condition of the Borrower and its Subsidiaries, as of the date of delivery thereof, dates indicated; (B) with respect to the audited and presents fairly in all material respects on a pro forma basis the estimated unaudited financial position statements of the MLP Borrower and its consolidated Subsidiaries as Subsidiaries, they fairly present the results of September 30their operations and their cash flows for the periods indicated, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to changes resulting from audit and normal year-end audit adjustments adjustments; and (C) with respect to the pro forma balance sheet and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31projections, 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 they were 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 PRO FORMA consolidated balance sheet sheets of the MLP Holdings and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries, respectively, as at September 30March 31, 2012 1999 (including the notes thereto) (the “Pro Forma Balance Sheet”"PRO FORMA BALANCE SHEETS"), 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 TransactionsTransactions (as hereinafter defined), (ii) the Loans to be made hereunder and the Senior Discount Debentures 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 Sheets have been prepared based on the best information available to Holdings or the MLP Borrower as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma PRO FORMA basis the estimated financial position of the MLP Holdings and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries, respectively, as of September 30at March 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 Holdings as of at 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 LLPArthur Andersen ▇▇▇, present fairly in all material respects ▇r▇▇▇▇▇ ▇▇irly 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 consolidating statements of income for the fiscal year ending December 31, 1998 and for the three-month period ending March 31, 1999, as the case may be, present fairly the financial condition of each business unit of Holdings. The unaudited consolidated balance sheet sheets of the MLP and its Subsidiaries Holdings as of September 30at March 31, 20121999, and the related unaudited consolidated statements of income and of 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 Holdings 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 adjustments). The unaudited monthly consolidated balance sheets of Holdings as at the end of each month following March 31, 1999 up to the Closing Date, and the absence related unaudited monthly consolidated statements of footnotesincome and of cash flows for the respective one-month periods ended on such dates, to the extent such monthly financial statements are available, present fairly the consolidated financial condition of Holdings as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective one-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)) and comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. Holdings 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 March 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. (a) The unaudited pro forma PRO FORMA consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30July 31, 2012 (including the notes thereto) 1999 (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 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 presents fairly on a PRO FORMA basis, 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 July 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 December 31at January 30, 20091997, December 31January 30, 2010 1998 and December 31January 30, 20111999, and the related consolidated statements of income and comprehensive income, of changes in 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 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 31, 20121999, and the related unaudited consolidated statements of income and comprehensive income, of changes in stockholders' equity, and of 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 Borrower 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 Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term Capital Lease Obligations 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 30, 1999 to and including the date hereof, there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries 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 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 at June 30, 20122002, 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 2000 and December 31, 2011, 2001 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 Deloitte & Young Touche 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 at June 30, 20122002, and the related unaudited consolidated statements of income and cash flows for the nine6-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 nine6-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, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2001 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as of and for the twelve-month period ending on the last day (the “Reference Date”) of the most recently completed four-fiscal quarter period ended at September 30, 2012 least 40 days prior to the Closing Date (including the notes thereto) and related pro forma consolidated statement of income for the four-fiscal quarter period ended on such date (collectively, 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 datedate (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income)) to (i) the consummation of the TransactionsAcquisition, (ii) the Loans to be made and the Bridge Loans to be made and/or the Senior Notes Unsecured Debt 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 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 Borrower and its consolidated Subsidiaries as of September 30, 2012at the Reference 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 Borrower as of December 31, 2009, December 31, 2010 and at December 31, 2011, 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 LLPYoung, present fairly fairly, in all material respects 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 year then ended. The unaudited consolidated balance sheet of the MLP Borrower and its Subsidiaries as at the last day of September 30, 2012, each fiscal quarter ended at least 40 days prior to the Closing Date and the related unaudited consolidated statements of income and cash flows 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 Subsidiaries as of at such datedates, and the consolidated results of its operations and its consolidated cash flows for the ninethree-month period 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). (c) As of the Closing Date, no Group Member (other than any Purchased Subsidiary) has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in paragraphs (a) and (b). During the period from December 31, 2011 to and including the Closing Date there has been no Disposition by any Group Member (other than any Purchased Subsidiary) of any material part of its business or property (other than as permitted by Section 7.5(b) or otherwise in the ordinary course of business).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Borrower and its consolidated Subsidiaries as at September 30January 2, 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 TransactionsAcquisition, (ii) the Term Loans to be made hereunder and the Senior Notes loans, if any, to be issued made under the Revolving Credit Agreement on the Closing Date 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 2, 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 3128, 20091996, December 31January 3, 2010 1998 and December 31January 2, 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 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 Holdings as of September 30at December 31, 2012, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present 1998 presents 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 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). 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, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 2, 1999 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 audited consolidated balance sheets of the Acquired Assets as at September 30, 1997 and September 30, 1998, and the consolidated statements of income and of cash flows for the fiscal years ended September 30, 1996, September 30, 1997 and September 30, 1998, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of the Acquired Assets as at such date, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of the Acquired Assets as at January 3, 1998 and January 2, 1999, and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly the consolidated financial condition of the Acquired Assets as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month periods then ended (subject to normal year-end audit adjustments).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP CBS and its consolidated Consolidated Subsidiaries as at September 30December 31, 2012 (including 2008, and the notes thereto) (related consolidated statements of operations and cash flows of CBS and its Consolidated Subsidiaries for the “Pro Forma Balance Sheet”)fiscal year ended on such date, copies with the opinion thereon of which have PricewaterhouseCoopers LLP, 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, Lenders (ii) the Loans to be made and the Senior Notes to be issued or set forth in CBS’s Annual Report on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection Form 10-K for such fiscal year filed with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information SEC and made available to the MLP as Lenders through access to a web site, including, without limitation, ▇▇▇.▇▇▇.▇▇▇), fairly present the consolidated financial condition 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 CBS and its consolidated Consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date and the consolidated results of their operations for the fiscal year ended on such date in accordance with GAAP. The unaudited consolidated balance sheet of CBS and its Consolidated Subsidiaries as at June 30, 2009, and the related unaudited consolidated statements of operations and cash flows of CBS and its Consolidated Subsidiaries for the six-month period then ended, heretofore furnished to each of the Lenders (or set forth in CBS’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 filed with the SEC and made available to the Lenders through access to a web site, including, without limitation, ▇▇▇.▇▇▇.▇▇▇), fairly present (subject to normal year-end audit adjustments and the absence of footnotes). (badjustments) 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 CBS and its consolidated Consolidated Subsidiaries as of at such date, 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 ninesix-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 date in accordance with GAAP applied consistently throughout the periods involved (GAAP. Neither CBS nor any of its Material Subsidiaries had on June 30, 2009 any known material contingent liability, except as disclosed therein)referred to or reflected or provided for in the Exchange Act Report or in such balance sheets (or the notes thereto) as at such date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP Holdings and its consolidated Subsidiaries as at September June 30, 2012 (including the notes thereto) 2005 (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 Holdings as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the MLP Holdings and its consolidated Subsidiaries as of September at June 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. (bi) The audited consolidated balance sheets of the MLP Holdings and its consolidated Subsidiaries as of at December 31, 20092002, December 31, 2010 2003 and December 31, 2011, 2004 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 LLPLLP for year end 2004 and from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP for year end 2002 and 2003, 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 September at June 30, 20122005, 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 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). (ii) The audited consolidated balance sheet of Tube City, Inc. (predecessor to Tube City) and its subsidiaries as at December 31, 2002, and the related consolidated statement of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of Tube City, Inc. and its subsidiaries as at such date, and the consolidated results of operations and its consolidated cash flows for the fiscal year then ended. The audited consolidated balance sheet of IMC Tube City Holdings, Inc. (predecessor to Tube City) and its subsidiaries as at September 23, 2003, and the related consolidated statement of income and of cash flows for the fiscal period ended on such date, reported on by Ernst & Young LLP, present fairly the consolidated financial condition of IMC Tube City Holdings, Inc. and its subsidiaries as at such date, and the consolidated results of operations and its consolidated cash flows for the fiscal period then ended. The audited consolidated balance sheet of Tube City Holdings and its subsidiaries as at December 31, 2003, and the related consolidated statement of income and of cash flows for the fiscal period ended on such date, reported on by Ernst & Young LLP, present fairly the consolidated financial condition of IMC Tube City Holdings, Inc. and its subsidiaries as at such date, and the consolidated results of operations and its consolidated cash flows for the fiscal period then ended. The unaudited consolidated balance sheet of Tube City Holdings and its consolidated Subsidiaries as at August 31, 2004, and the related unaudited consolidated statements of income and cash flows for the eight-month period ended on such date, present fairly the consolidated financial condition of Tube City Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the eight-month period then ended (subject to normal year-end audit adjustments). (iii) 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 (a) as approved by the aforementioned firm of accountants and disclosed thereintherein and (b) the inadvertently omitted reclass entries reflected on Schedule 4.05 to the Acquisition Agreement). 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 Holdings and its consolidated 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 Financial Statements furnished to each Lender, has Lender pursuant to Section 7.1(c) have been or will be 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 foregoingTransaction. The Pro Forma Balance Sheet has Financial Statements have been or will be 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 or will present fairly on a pro forma basis the estimated financial position of the MLP Borrower and its consolidated Subsidiaries as at and for each of September 30the dates and periods set forth therein; provided that insofar as this representation relates to the financial information of Constellation, 2012, assuming that this representation is made solely to 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’s knowledge. (bi) 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 . (ii) To the Borrower’s knowledge based only on publicly available information, the audited consolidated balance sheet sheets of the MLP Constellation and its Subsidiaries as of September at June 30, 20122006, and the related unaudited consolidated statements of income and of cash flows for the nine-month period fiscal years ended on such date, present fairly in all material respects the consolidated financial condition of the MLP Constellation 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 fiscal years then ended. (iii) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for each fiscal quarter ended after December 31, 2006 and at least 45 days prior to the Effective Date, and the related unaudited consolidated statements of income and cash flows for the period ended on such date, will present fairly in all material respects the consolidated financial condition of the Borrower (iv) To the Borrower’s knowledge based on publicly available information, the unaudited consolidated balance sheet of Constellation and its Subsidiaries for each fiscal quarter ended after June 30, 2006 and at least 45 days prior to the Effective Date, and the related unaudited consolidated statements of income and cash flows for the period ended on such date, will present fairly in all material respects the consolidated financial condition of Constellation 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-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 or International Financial Reporting Standards, as applicable, applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein); provided that insofar as this representation relates to the financial information of Constellation, this representation is made solely to the Borrower’s knowledge. 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, 2006 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property that, if this Agreement had been in effect at such time, would have been prohibited hereunder.

Financial Condition. The Borrowers have heretofore delivered (aor in the case of clause (iii) The unaudited pro forma consolidated balance sheet below, will deliver within sixty days 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 dateClosing Date) to Lenders, 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 related consolidated and consolidating statements of income, stockholders' equity and cash flows of the TransactionsBorrowers 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 at March 31, 2004, June 30, 2004 and September 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 and (subject iii) the unaudited consolidated and consolidating balance sheets of LVSI and its Subsidiaries (other than Excluded Subsidiaries) as at September 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 nine months then ended, giving PRO FORMA effect to the Refinancing, the Prior Transactions, the Transactions and the initial Credit Extensions hereunder on the Closing Date. 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 guarantees of the absence LVSC Notes, 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 consolidated balance sheet Borrower’s most recently available statement of assets and liabilities and the Borrower’s related portfolio of investments, statements of operations and changes in net assets for the fiscal year reported on by a nationally recognized auditor and set forth in the annual report for the fiscal year ended on such date, together with the notes and schedules thereto, and each financial statement delivered by the Borrower to the Lender in accordance with Section 6.1, present fairly, in conformity with GAAP, the financial position of the MLP and its consolidated Subsidiaries Borrower as of such date. (b) The unaudited balance sheets of the Borrower as at September 30the end of its most recently ended semi-annual fiscal period other than the period referred to in clause (a) above (or, 2012 (including if the notes thereto) (date as of which such representation is made falls within the “Pro Forma Balance Sheet”75 day period following the end of its most recently ended semi-annual fiscal period and such balance sheets are not available, the immediately preceding semi-annual fiscal period), and the related unaudited statements of operations and changes in net assets, copies of which have heretofore been furnished to each the Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) presented fairly the consummation financial condition of the TransactionsBorrower as at the dates stated, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use results 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 its operations and its consolidated Subsidiaries as sources and applications of September 30, 2012, assuming that funds for the events specified in the preceding sentence had actually occurred at such date semi-annual fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes). (bc) The audited consolidated balance sheets Each of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, and the related consolidated financial statements of income and the Borrower (whether audited or unaudited) delivered to the Lender under the terms of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, this Agreement fairly 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 contingent liabilities in accordance with GAAP applied consistently throughout the periods involved (except as GAAP. The Borrower has no material contingent liabilities or unusual forward or long-term commitments not disclosed therein)therein that could 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 30January 1, 2012 2000 (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 TransactionsJiangsu JV, (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, 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 Borrower and its consolidated Subsidiaries, in each case as of at December 3128, 20091996, December 3127, 2010 1997 and December 31January 2, 20111999, 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 BDO ▇▇▇▇▇▇▇ LLP, present fairly in all material respects the consolidated financial condition of the MLP Borrower and its consolidated Subsidiaries 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 Borrower and its consolidated Subsidiaries 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 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). The Borrower and its consolidated 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 clause (b). During the period from January 2, 1999 to and including the Closing Date there has been no Disposition by the Borrower and its consolidated 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 30March 31, 2012 2000 (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 TransactionsSpin-Off, (ii) the Loans to be made and the Senior Notes Letters of Credit to be issued on the Closing Spin-Off Date and the use of proceeds thereof, (iii) the incurrence of the Indebtedness under the Interim Loan 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 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, 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 Borrower 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 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, 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 Borrower as of at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month such 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 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 Borrower 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 Parent as at September 30December 31, 2012 2002 (including the notes thereto) and the unaudited pro forma consolidated income statement for the fiscal year ended December 31, 2002 (including the notes thereto) (collectively, the “"Pro Forma Balance Sheet”Financial 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 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 Financial Statements have been prepared based on the best information available to the MLP good faith assumptions of Parent as of the date of delivery thereofthereof and, and presents based on such assumptions, present fairly in all material respects on a pro forma basis the estimated financial position of Parent and the MLP and its consolidated Subsidiaries as of September 30at December 31, 20122002, 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 Lux S.A. 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 LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP and its consolidated Subsidiaries Lux S.A. 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 Lux S.A. 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, on the basis disclosed in the footnotes to such financial statements, present fairly fairly, in all material respects respects, the consolidated financial condition of the MLP and its consolidated Subsidiaries Lux S.A. 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 the omission of certain footnotes and normal year-end audit adjustments and the absence of footnotesother 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 a Responsible Officer, and disclosed thereinin any such schedules and notes, and except that such unaudited financial statements do not contain certain footnotes). All material Guarantees, material contingent liabilities and liabilities for taxes, or all 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, which according to GAAP must be reflected in such financial statements or the notes thereto are so reflected. During the period from March 31, 2003, to and including the date hereof, there has been no disposition by Lux S.A. of any business or property that would be material to Lux S.A., taken as a whole, other than any such disposition which is reflected in the foregoing financial statements or in the notes thereto, or which has otherwise been disclosed in writing to the Lenders on or prior to the Closing Date, or which is pursuant to the Transactions.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP REIT 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 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 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, 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 and its consolidated Subsidiaries as of at December 31, 20092001, 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 Deloitte & Young Touche LLP, 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 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 at June 30, 20122004, and the related unaudited consolidated statements of income and cash flows for the ninesix-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 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, 2003 to and including the date hereof there has been no Disposition by the REIT or any of its Subsidiaries of any material part of its business or Property.