Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows for the fiscal year ended December 31, 2007, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of the date of such financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers HCNA and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as of December 31at March 30, 2007 provided to the Administrative Agent 1996 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Coopers & Lybrand, copies of which have heretofore been furnished to the Administrative Agenteach Len▇▇▇, are ▇▇e complete and correct and present fairly in all material respects and present fairly, in all material respects, the consolidated financial condition of the Guarantor, the Borrowers HCNA and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheets of HCNA and its Subsidiaries as at December 28, 1996 and the related unaudited consolidated statements of income and of cash flows for the date nine-month period ended on such date, certified by a Responsible Officer of HCNA, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the consolidated financial condition of HCNA and its Subsidiaries as at such date, and the consolidated results of their operations and their cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). (b) All such financial statements and other information. All such financial statementsdescribed in this subsection 7.1, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer of HCNA, and as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers Neither HCNA nor any of the Guarantor’s or the Borrowers’ Consolidated its Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except for the Sale/Leaseback Transaction and the ECMC Transaction, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentMarch 30, 1996 to and including the date hereof, Closing Date there has been no sale, transfer or other disposition by the Guarantor, the Borrowers HCNA or any of the Guarantor’s or the Borrowers’ Consolidated its Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated combined financial condition of the GuarantorNACC, the Borrower NAMSCO, Inc. and the Guarantor’s or the Borrowers’ Consolidated GSL Corporation and their Subsidiaries on the date hereofat March 30, 1996. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1996 and December 31, 1995 and the related consolidated statements of income, of changes in stockholders’ equity earnings statement and statement of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects and present fairly the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such dates. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 1997 and the related unaudited consolidated earnings statement and statement of cash flows for the three-month period ended on such date, certified by the chief financial officer of the General Partner, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated results of their operations and their consolidated cash flows as financial condition of the Borrower and its consolidated Subsidiaries as at such date of such financial statements and other information(subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or such chief financial officer of the General Partner, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material contingent liability Contingent Obligations, or liability for taxes, or any long material long-term lease or unusual forward or long long-term commitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except in connection with the Partnership Transaction, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentMarch 31, 1997 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries on the date hereofat March 31, 1997. (b) The operating forecast and cash flow projections pro forma consolidated balance sheet of the GuarantorBorrower and its consolidated Subsidiaries as at March 31, 1997, certified by the Borrowers and chief financial officer of the Guarantor’s and the Borrowers’ Consolidated SubsidiariesGeneral Partner, copies of which have been heretofore been furnished to each Lender, adjusted to give effect to the Administrative AgentTransaction and the financings contemplated by this Agreement and the other Credit Documents as if such events had occurred on such date, have been were prepared in based on good faith under assumptions and on the direction of a Responsible Officer of best information reasonably available to the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that Borrower as of the date of delivery thereof and fairly presents in all material respects on a pro forma basis the consolidated financial position of the Borrower and its consolidated Subsidiaries as at March 31, 1997, as adjusted, as described above, assuming such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of events had occurred at such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇date.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers Holding and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent 1998, December 31, 1999 and December 31, 2000 and the related consolidated statements of income, of changes in stockholders’ shareholders' equity and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by and accompanied by an unqualified report from Deloitte & Touche LLP present fairly, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects respects, the consolidated financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal years then ended, of Holding and its consolidated Subsidiaries. The unaudited consolidated balance sheet of Holding and its consolidated Subsidiaries as at March 31, 2001, and the related unaudited consolidated statements of income and cash flows for the date three-month period ended of Holding and its consolidated Subsidiaries, on such date, present fairly, in all material respects, the consolidated financial statements condition as at such date, and the consolidated results of operations and consolidated cash flows for the three-month period then ended, of Holding and its consolidated Subsidiaries (subject to the omission of footnotes and normal year-end audit and other informationadjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as disclosed therein). Except as approved by a Responsible Officer, and disclosed in writingany such schedules and notes, neither and subject to the Guarantor, the Borrowers nor any omission of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material 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 or other footnotes from such unaudited financial derivative, that is not reflected in the foregoing statements or in the notes theretostatements). During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 2000 to and including the date hereofClosing Date, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Holding and its consolidated Subsidiaries of any material part of their the business or Property property of Holding and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of Holding and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the Guarantor, foregoing financial statements or in the Borrower notes thereto and has not otherwise been disclosed in writing to the Guarantor’s Lenders on or prior to the Borrowers’ Consolidated Subsidiaries on the date hereofClosing Date. (b) The operating forecast pro forma balance sheet of Holding and cash flow projections of its consolidated Subsidiaries (the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries"PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to each Lender, is the Administrative Agentbalance sheet of Holding and its consolidated Subsidiaries as of March 31, have been 2001 (the "PRO FORMA DATE"), adjusted to give effect (as if such events had occurred on such date) to (i) the receipt by the Borrower of the gross cash proceeds (prior to any underwriting discount or other associated fees and commissions or any deduction of associated fees and expenses) from the issuance of the 2001 Senior Notes, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby and thereby. The Pro Forma Balance Sheet was prepared in good faith accordance with Article 11 (Pro Forma Financial Information) of Regulation S-X under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇Securities Act.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of December 31at February 28, 2007 provided to the Administrative Agent 1997 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated each of its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The consolidating balance sheet of the date Borrower and its consolidated Subsidiaries as at February 28, 1997 and the related consolidating statements of income and of cash flows for the fiscal year ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and each of its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at August 31, 1996 and November 30, 1996 and the related unaudited consolidated statements of income and other informationof cash flows for the six- month and nine-month periods, respectively, ended on such dates, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the six-month and nine-month periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, set forth on Schedule 3.1 (a) neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 3.1(a), during the period from the date of the financial statements and other financial information delivered to the Administrative AgentFebruary 28, 1997 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries on the date hereofat February 28, 1997. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Brookwood and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of December at July 31, 2007 provided to the Administrative Agent 1995 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Deloitte & Touche, copies of which have heretofore been furnished to the Administrative AgentBank, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Brookwood and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of Brookwood and its consolidated Subsidiaries as at September 30, 1996 and the related unaudited consolidated statements of income and of cash flows for the date nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Bank, are complete and correct and present fairly the consolidated financial condition of Brookwood and its consolidated Subsidiaries as at such financial statements date, and other informationthe consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officers, as the case may be, and as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers Neither Brookwood nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentSeptember 30, 1996 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers either Brookwood or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the GuarantorBrookwood and its consolidated Subsidiaries at September 30, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof1996. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1994 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Ernst & Young, copies of which have heretofore been furnished to the Administrative AgentLender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at June 30, 1995 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lender, present fairly in all material respects the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their 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 (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). [Except as disclosed set forth in writing, Schedule 3.1,] neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except as contemplated by the Proxy Statement, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1994 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries on the date hereofat December 31, 1994. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Merisel and the Guarantor’s and the Borrowers’ Consolidated each of its Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2008 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by BDO S▇▇▇▇▇▇, LLP, copies of which have heretofore been furnished to the Administrative AgentLender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Merisel and the Guarantor’s and the Borrowers’ Consolidated each of its Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of Merisel and each of its Subsidiaries as at June 30, 2009 and the related unaudited consolidated statements of income and of cash flows for the date six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the consolidated financial condition of Merisel and each of its Subsidiaries as at such financial statements date, and other informationthe consolidated results of their operations and their 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 (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers Neither Merisel nor any Subsidiary of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries Merisel had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentJune 30, 2009 to and including the date hereof, except as disclosed to the Lender, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Merisel or any of the Guarantor’s or the Borrowers’ Consolidated its Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the GuarantorMerisel and its Subsidiaries at June 30, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof2009. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇[Reserved]. (c) [Reserved].

Financial Condition. (a) The audited consolidated and consolidating balance sheet sheets of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 3129, 2007 provided to the Administrative Agent and December 30, 2006, respectively, and the related consolidated and consolidating statements of income, of changes in stockholders’ equity operations and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by BDO ▇▇▇▇▇▇▇, LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly fairly, in all material respects respects, the consolidated and consolidating financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such datedates, and the consolidated and consolidating results of their operations and of their consolidated cash flows as of for the date of such financial statements and other informationfiscal years then ended. All such financial statements, including the related schedules and notes thereto (if any)thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed otherwise expressly noted therein), and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any long material long-term lease or unusual material forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date . (b) As of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been are no sale, transfer material liabilities or other disposition by obligations of the Guarantor, the Borrowers Borrower or any of its Subsidiaries, whether direct or indirect, absolute or contingent, or matured or unmatured, other than (i) as disclosed or provided for in the Guarantor’s financial statements and notes thereto which are referred to above, or (ii) which are disclosed elsewhere in this Agreement or in the Borrowers’ Consolidated Subsidiaries Schedules hereto, or (iii) arising in the ordinary course of any material part business since December 29, 2007 or (iv) created by this Agreement. As of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers written information, exhibits and reports furnished by the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished Borrower to the Administrative AgentLenders in connection with the negotiation of this Agreement, have been prepared taken as a whole, are complete and correct in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any all material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇respects.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Parent and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 3129, 2007 provided to the Administrative Agent and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007, reported on by KPMG LLP copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Parent and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal year then ended. All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Except The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as disclosed at March 29, 2008 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in writingaccordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, neither as amended) applied consistently throughout the Guarantorperiods involved, and present fairly the Borrowers consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to aboveMarch 29, 2008, any material Guarantee Obligation, contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentMarch 29, 2008 to and including the date hereofClosing Date, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Parent or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the GuarantorParent and its consolidated Subsidiaries at March 29, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof2008. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1998, December 31, 1999 and December 31, 2000 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by and accompanied by an unqualified report from Ernst & Young, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly fairly, in all material respects respects, the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows as for the respective fiscal years then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at September 30, 2001, 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 statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently consistently, in all material respects, throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, have any material Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing most recent financial statements referred to in this paragraph or in the notes footnotes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 2000 to and including the date hereof, hereof there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofproperty. (b) The operating forecast and cash flow projections unaudited PRO FORMA consolidated balance sheet of the GuarantorBorrower and its consolidated Subsidiaries at December 31, 2001 (excluding the Borrowers and footnote disclosures required by GAAP) (the Guarantor’s and the Borrowers’ Consolidated Subsidiaries"PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to the Administrative Agenteach Lender, have has been prepared in good faith under giving effect (as if such events had occurred on such date) to (i) the direction of a Responsible Officer consummation of the Guarantor Offering, (ii) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the Borrowersapplication of the proceeds thereof as contemplated hereby and (iii) the payment of fees and expenses in connection with the foregoing. The Guarantor and Pro Forma Balance Sheet has been prepared based on the Borrowers have no reason best information available to believe that the Borrower as of the date of delivery thereof thereof, and presents fairly, in all material respects, on a PRO FORMA basis the estimated financial position of Borrower and its consolidated Subsidiaries as at December 31, 2001, assuming that the events specified in the preceding sentence had actually occurred at such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇date.

Financial Condition. (a) The audited unaudited consolidated balance sheet of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent and the related consolidated financial statements of income, of changes in stockholders’ equity Carlisle Leasing International LLC and of cash flows for the fiscal year ended December its Subsidiaries dated March 31, 2007, copies of which have heretofore been furnished to the Administrative AgentAgent on or before the Closing Date, are complete and correct have been prepared in accordance with GAAP and present fairly in all material respects the financial position of Carlisle Leasing International LLC and its Subsidiaries on a consolidated financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries basis as at such datethe date thereof, and the consolidated results of their operations and their consolidated statements of cash flows as for the period then ended, subject to normal year-end audit adjustments and the absence of the date of such footnotes. The unaudited consolidated financial statements of Interpool Inc. and other information. All such financial statementsits Subsidiaries dated March 31, including 2007, copies of which have been furnished to the related schedules and notes thereto (if any)Agent on or before the Closing Date, have been prepared in accordance with GAAP applied consistently throughout and present fairly in all material respects the periods involved (except financial position of Interpool Inc. and its Subsidiaries on a consolidated basis as disclosed therein)at the date thereof, and the results of operations and statements of cash flows for the period then ended, subject to normal year-end audit adjustments and the absence of footnotes. Except as disclosed in writingNone of Carlisle Leasing International LLC, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Interpool Inc. and their respective Subsidiaries had, at to the date knowledge of the most recent balance sheet referred to aboveParent or the Borrower, as at March 31, 2007, any material Contingent Obligation, contingent liability or liability for taxes, or any long term lease or unusual forward or long term commitmentlease, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During thereto and which, to the period from the date knowledge of the financial statements and other financial information delivered Parent or the Borrower, could reasonably be expected to the Administrative Agent, to and including the date hereof, there has been no sale, transfer result in a material cost or other disposition by the Guarantor, the Borrowers or any loss. The pro forma consolidated balance sheet of the Guarantor’s or the Borrowers’ Consolidated Parent and its Subsidiaries as of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the GuarantorMay 31, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have 2007 has been prepared in good faith based on assumptions that are believed by the Parent and the Borrower to be reasonable at the time made (it being understood that such assumptions are based on good faith estimates with respect to certain items and that the actual amounts of such items on the Closing Date is subject to material variation), and presents fairly, in all material respects, the pro forma financial position of the Parent and its Subsidiaries as of May 31, 2007, as if the combination of Seacastle Holdings LLC, Seacastle Operating Company Ltd. and SCT Chassis Inc. and their respective subsidiaries under the direction common ownership of Seacastle Inc. had occurred on such date; provided that such pro forma balance sheet has been prepared without giving effect to purchase accounting or similar adjustments. Since March 31, 2007 there has been no development or event which has had a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.Material Adverse Effect;

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of December at January 31, 2007 provided to the Administrative Agent 1999 and the related consolidated statements statement of income, of changes in stockholders’ equity and of cash flows operations for the fiscal year ended December 31on such date, 2007audited by PricewaterhouseCoopers LLP, copies or any successor thereto, a copy of which have has heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects accordance with GAAP the consolidated financial condition of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal year then ended. All such financial statements, including the related schedules and notes thereto (if any), statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Company nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at May 2, 1999 and the related unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the quarter ending May 2, 1999, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such dates. Such balance sheet and statements of income and cash flows, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the date of such balance sheet and statements of income and cash flows, any material Contingent 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 or other financial derivativetransaction, that which is not reflected in the foregoing such balance sheet, statements of income and cash flows or in the notes thereto. During the period from May 2, 1999 to the date Closing Date, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Company or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of nor has any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the GuarantorCapital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Borrower and the Guarantor’s Company or the Borrowers’ Consolidated Subsidiaries on the date hereofany of its consolidated Subsidiaries, respectively, except as permitted by subsection 8.11. (bc) The operating forecast and cash flow projections unaudited consolidated pro forma balance sheet of the GuarantorCompany and its consolidated Subsidiaries as at January 31, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries1999, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of certified by a Responsible Officer of the Guarantor 53 48 Company (the "Pro Forma Balance Sheet"), a copy of which has heretofore been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries, adjusted to give effect (as if such events had occurred on such date, but excluding any purchase accounting adjustments) to (i) the Transaction, (ii) and the Borrowersissuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and (iii) the incurrence of all Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Transaction. The Guarantor Pro Forma Balance Sheet, together with the notes thereto, was prepared based on good faith assumptions in accordance with GAAP, excluding any purchase accounting adjustments, and is based on the Borrowers have no reason best information available to believe that the Company and its consolidated Subsidiaries as of the date of delivery thereof such operating forecast thereof, and cash flow projections are materially incorrect or misleading reflects on a pro forma basis the financial position of the Company and its consolidated Subsidiaries as of the Closing Date as adjusted, as described above, assuming that the events specified in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if preceding sentence had actually occurred at the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇Closing Date.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as of December 31, 2007 provided to the Administrative Agent 2019, and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December on such date, reported on by and accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the results of their operations and cash flows for the period then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 20072020 CHAR1\1740645v10 and June 30, 2020 and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows as for the three-month periods then ended (subject to normal year end audit adjustments and the absence of the date of such financial statements and other informationfootnotes). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated The Borrower and its Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long term lease leases or unusual forward or long term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing financial statements referred to in this paragraph or disclosed in SEC Reports filed prior to the notes theretodate hereof. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentJune 30, 2020 to and including the date hereof, hereof there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries Borrower of any material part of their its business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material except as has been expressly disclosed in relation SEC Reports filed prior to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1996 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Coopers & ▇▇▇▇▇▇▇, copies of which have heretofore been furnished to the Administrative AgentLenders, are complete and correct and present fairly in all material respects the consolidated financial condition of the GuarantorBorrower and its consolidated Subsidiaries as at such dates, the Borrowers and the Guarantor’s consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1997 and the Borrowers’ Consolidated related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationnine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writingset forth on Schedule 4.1, neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries hadhas, at the date of the most recent balance sheet referred to aboveClosing Date, any material Indebtedness, Guarantee Obligation, contingent liability or liability for taxes, or any long term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 4.1, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1996 to and including the date hereof, Closing Date there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries on the date hereofat December 31, 1996. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ its Consolidated Subsidiaries as at each of December 31, 2007 provided to the Administrative Agent 2000, December 31, 2001 and December 31, 2002 and the related consolidated statements of income, of changes in stockholders’ equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the fiscal year years ended December 31on said dates, 2007, copies with the opinion thereon of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of the date of such financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (for fiscal year 2000 and fiscal year 2001) and KPMG LLP (for fiscal year 2002) heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2003 and their related consolidated statements of income, stockholders’ equity and cash flow of the Borrower and its Consolidated Subsidiaries for the three month period ended on such date heretofore furnished to the Administrative Agent, are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). The pro forma balance sheet and the related pro forma statement of income of the Borrower as of, or for the twelve month period ending on, each of December 31, 2002 and March 31, 2003 delivered to the Administrative Agent and prepared giving effect to the Acquisition and the financing thereof (i) have been prepared in good faith in accordance with GAAP and in accordance with Regulation S-X under the Securities Act, (ii) are based upon assumptions believed to be reasonable and (iii) present fairly, in all material respects, the unaudited, pro forma financial position of the Borrower and its Subsidiaries as of, or for the periods ending, on said dates. Neither the Borrower nor any Consolidated Subsidiary has on the Closing Date any material Indebtedness, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since March 31, 2003, there has been no change or event which could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any Restricted Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2012 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Ernst & Young LLP, copies of which have heretofore been furnished to the Administrative Agenteach Bank or will be furnished to each Bank that has not already received such copies, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidating balance sheet of the date Company and its consolidated Subsidiaries as at September 30, 2013 and the related unaudited consolidating statement of operations and retained earnings for the portion of the fiscal year ended on September 30, 2013, present fairly the consolidating financial condition of the Company and its consolidated Subsidiaries as at such financial statements date, and other informationthe consolidating results of their operations for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Company nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or referred to in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentSeptember 30, 2013 to and including the date hereofClosing Date, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Company or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their consolidated business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the GuarantorCompany and its consolidated Subsidiaries at September 30, 2013 except as disclosed in writing to the Borrower Banks prior to the Closing Date or disclosed in any of the Company’s filings with the Securities and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on Exchange Commission prior to the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. Borrower has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheet of the Guarantor, the Borrowers Loan Parties and the Guarantor’s and the Borrowers’ Consolidated their Subsidiaries as of at the Fiscal Years ended December 31, 2007 provided to the Administrative Agent 2003, 2004 and 2005 and the related consolidated statements of income, of changes in stockholders’ ' equity and of cash flows of the Loan Parties and their Subsidiaries for such Fiscal Year then ended and (ii) the unaudited consolidated balance sheet of the Loan Parties and their Subsidiaries as at the month ended June 30, 2006 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of the Loan Parties and their Subsidiaries for the fiscal year ended December 31six months then ended. All such statements were prepared in conformity with GAAP and fairly present, 2007, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects respects, the financial position (on a consolidated financial condition basis) of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of the date of entities described in such financial statements as at the respective dates thereof and other information. All the results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, including to the related schedules absence of footnotes and notes thereto to changes resulting from audit and normal year-end adjustments. Each Loan Party does not (if any), have been prepared in accordance with GAAP applied consistently throughout and will not following the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any funding of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries hadinitial Loans) have any Contingent Obligation, at the date of the most recent balance sheet referred to above, any material contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, commitment that is not reflected in the foregoing financial statements or in the notes thereto. During the period from the date of the financial statements thereto and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or which in any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) such case is material in relation to the consolidated business, operations, properties, assets, condition (financial condition or otherwise) or prospects of the Guarantor, the Borrower and the Guarantor’s Loan Parties or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) any of their Subsidiaries. The operating forecast and cash flow projections of the Guarantor, the Borrowers Loan Parties and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished their Subsidiaries delivered to Lenders on or prior to the Administrative Agent, Closing Date (consisting of balance sheets and statements of income and cash flows prepared on a quarterly basis through the first four complete fiscal quarters after the Amendment Effective Date and thereafter on an annual basis through 2011) have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇based upon reasonable assumptions.

Financial Condition. (a) The audited consolidated and consolidating balance sheet sheets of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2016 and December 31, 2015, respectively, and the related consolidated and consolidating statements of income, of changes in stockholders’ equity operations and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by BDO USA, LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly fairly, in all material respects respects, the consolidated and consolidating financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such datedates, and the consolidated and consolidating results of their operations and of their consolidated cash flows as of for the date of such financial statements and other informationfiscal years then ended. All such financial statements, including the related schedules and notes thereto (if any)thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed otherwise expressly noted therein), and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness. Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxesTaxes, or any long material long-term lease or unusual material forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date . (b) As of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been are no sale, transfer material liabilities or other disposition by obligations of the Guarantor, the Borrowers Borrower or any of its Subsidiaries, whether direct or indirect, absolute or contingent, or matured or unmatured, other than (i) as disclosed or provided for in the Guarantor’s financial statements and notes thereto which are referred to above, or (ii) which are disclosed elsewhere in this Agreement or in the Borrowers’ Consolidated Subsidiaries Schedules hereto, or (iii) arising in the ordinary course of any material part business since December 31, 2016 or (iv) created by this Agreement. As of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers written information, exhibits and reports furnished by the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished Borrower to the Administrative AgentLenders in connection with the negotiation of this Agreement, have been prepared taken as a whole, are complete and correct in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any all material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇respects.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries Parties as of December 3127, 2007 provided to the Administrative Agent 1997 and the related audited consolidated statements of income, of changes in stockholders’ equity earnings and statements of cash flows for the fiscal year years ended December 31, 20071996 and December 31, copies 1995 and the reviewed statements of which earnings and statements of cash flows for the three month period ended March 31, 1998 have heretofore been furnished to each Lender. Such audited financial statements (including the Administrative Agentnotes thereto) (i) have been audited by Arth▇▇ Ande▇▇▇▇, are complete ▇.L.P., (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition condition, results of operations and cash flows of the Guarantor, Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries Parties as at such datethe end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows as of for, each fiscal month and quarterly period ended after December 31, 1997 and prior to the date of such Closing Date (other than the month and quarterly period ending June 30, 1998) have heretofore been furnished to each Lender. Such interim financial statements and other information. All for each such financial statementsquarterly period, including the related schedules and notes thereto (if any), i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as disclosed therein). Except as subject to the absence of footnotes and changes resulting from audit and normal year-end audit adjustments) and (ii) present fairly (on the basis disclosed in writingthe footnotes to such financial statements) in all material respects the consolidated financial condition, neither the Guarantor, the Borrowers nor any results of operations and cash flows of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the Parties as of such date of the most recent balance sheet referred to above, any material contingent liability or liability and 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes theretosuch periods. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1997 to and including the date hereofClosing Date, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries Party of any material part of their the business or Property property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or Property property (including any Equity Interests capital stock of any other Personperson) material in relation to the consolidated financial condition of the GuarantorConsolidated Parties, taken as a whole, in each case, which, is not reflected in the Borrower foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Guarantor’s Lenders on or prior to the Borrowers’ Consolidated Subsidiaries on the date hereofClosing Date. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished financial statements delivered to the Administrative AgentLenders pursuant to Section 7.1(a), (i) have been prepared in good faith accordance with GAAP (except as may otherwise be permitted under Section 7.1(a)) and (ii) present fairly (on the direction basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of a Responsible Officer operations and cash flows of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that Consolidated Parties as of the such date of delivery thereof and for such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇periods.

Financial Condition. Seller has heretofore furnished to Buyer (a) The audited a copy of the consolidated balance sheet of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries Guarantor as of December 31, 2007 provided to the Administrative Agent 2005 and the related consolidated statements of income, of changes in stockholders’ equity income and retained earnings and of cash flows for such fiscal year, reported on by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP and such copies are complete and correct and present fairly the financial condition of the Guarantor as at such date, and the results of its operations and its cash flow for such fiscal year and (b) the consolidated balance sheet of the Guarantor for the six-month period ended December 31June 30, 20072006 and its consolidated balance sheet as of June 30, 2006 and the related consolidated statements of income and retained earnings and of cash flows for such period, certified by a responsible officer, copies of which have heretofore been furnished to the Administrative AgentUBS, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries Guarantor as at of such date, and the consolidated results of their its operations and their consolidated its cash flows as of the date of for such financial statements and other informationperiods (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or responsible officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at At the date of the most recent balance sheet referred to above, any the Guarantor had no material guarantee obligation, contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentJune 30, 2006, to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries Guarantor of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the GuarantorGuarantor at June 30, 2006 other than mortgage loans, mezzanine loans and other similar loans to third parties in the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofordinary course of business. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ its Consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1997, and the related audited consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its Consolidated Subsidiaries as at June 30, 1998, and the related unaudited consolidated statements of income and of cash flows for the six month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial statements condition of the Borrower and other informationits Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their 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 (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ its Consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 5.1, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1997, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ its Consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ its Consolidated Subsidiaries on the date hereofat December 31, 1997. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of December 31at September 30, 2007 provided to the Administrative Agent 1999, and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at June 30, 2000, and the related consolidated statements of income and of cash flows for the period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the period then ended (subject to normal year-end adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writingfor those items set forth on Schedule 3.1A, neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material contingent liability or material liability for taxes, or any long material long-term lease or material unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except as disclosed on Schedule 3.1B, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentJune 30, 2000 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries on the date hereofat June 30, 2000. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers ------------------- Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1995 and the related consolidated statements of income, of income and retained earnings and changes in stockholders’ equity and of cash flows for the fiscal year ended December 31on such date, 2007reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects accordance with GAAP the consolidated financial condition position of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Company and its consolidated Subsidiaries as at March 31, 1996, and the related unaudited consolidated statements of income and retained earnings and changes in cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated financial statements position of the Company and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Company nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 5.1, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1995 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Company or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the GuarantorCompany and its consolidated Subsidiaries at December 31, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof1995. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a1) The audited consolidated balance sheet of the Guarantor, the Borrowers ▇▇▇▇▇▇ Bermuda and the Guarantor’s and the Borrowers’ its Consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent 2003, and the related consolidated statements of income, income and reconciliation of changes in stockholders’ equity capital accounts of ▇▇▇▇▇▇ Bermuda and of cash flows its Consolidated Subsidiaries for the fiscal year ended December 3112 months ending on that date, 2007with the opinion thereon of Ernst & Young, copies of which have heretofore been furnished to the Administrative AgentBank, are complete and correct and fairly present fairly in all material respects and in accordance with GAAP the consolidated financial condition of ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries at the Guarantor, the Borrowers date of such balance sheet and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations for the period ending on said date, respectively. To the best of ▇▇▇▇▇▇ Bermuda's knowledge and their consolidated cash flows as of the date of such financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writingbelief, neither the Guarantor, the Borrowers ▇▇▇▇▇▇ Bermuda nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries hadSubsidiary had on December 31, at the date of the most recent balance sheet referred to above2003, any material contingent liability or liability liabilities, liabilities for taxes, or any long term lease taxes or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that is not reflected commitments which are material in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material amount in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ Bermuda and the Consolidated Subsidiaries, except as referred to or reflected or provided for in said consolidated balance sheet or the related notes to consolidated financial statements as at that date. From December 31, 2003 to the date of this Agreement, there has been no change or event that could reasonably be expected to have had a Material Adverse Effect except for any changes or events that are disclosed in Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed by ▇▇▇▇▇▇ Bermuda with the Securities and Exchange Commission. (2) The consolidated balance sheet of ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries as of June 30, 2004, and the consolidated statements of income of ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries for the 3 months ending on that date, hereretofore furnished to the Bank, fairly present in all material respects and in accordance with GAAP (subject to the absence of year-end notes and to normal year-end audit adjustments) consolidated financial condition of ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries at the date of such balance sheet and the results of their operations for the period ending on said date, respectively. To the best of ▇▇▇▇▇▇ Bermuda's knowledge and belief, neither ▇▇▇▇▇▇ Bermuda nor any Consolidated Subsidiary had on December 31, 2003, any contingent liabilities, liabilities for taxes or unusual forward or long-term commitments which are material in amount in relation to the consolidated financial condition of ▇▇▇▇▇▇ Bermuda and the Consolidated Subsidiaries, except as referred to or reflected or provided for in said consolidated balance sheet or the related notes to consolidated financial statements as at that date.

Financial Condition. (a) The audited unaudited pro forma consolidated balance sheet of the Guarantor, the Borrowers Holdings and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of December 31at June 27, 2007 provided to 2002 (the Administrative Agent and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows for the fiscal year ended December 31, 2007"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 Administrative AgentLoans outstanding after giving effect to any Loans to be made on the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. (b) The audited consolidated balance sheets of Regal and its consolidated Subsidiaries as at fiscal yearend 2001, are complete 2000 and correct 1999, and the related consolidated statements of income and of cash flows for such fiscal years, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP (except for, with respect to the report for fiscal year 2000, the qualifications set forth therein), present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Regal and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings and its Subsidiaries as at March 28, 2002 and the related unaudited consolidated statements of income and cash flows for the date period ended on such date, present fairly the consolidated financial condition of Regal and its Subsidiaries as at such financial statements date, and other informationthe consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Holdings and its Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 27, 2001, to and including the date hereof, Restatement Effective Date there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Holdings and its Subsidiaries of any material part of their its business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofits ongoing business. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of December 31at September 30, 2007 provided to the Administrative Agent 1996 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Deloitte & Touche, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at June 30, 1997 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentSeptember 30, 1996 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase -33- 40 or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries on the date hereofat June 30, 1997. (b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1997, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the making of the Revolving Credit Loans to be made on the Closing Date, (ii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and (iii) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith using assumptions deemed reasonable by the Borrower as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1997, assuming that the events specified in the preceding sentence had actually occurred on such date. (c) The operating forecast and cash flow projections of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith using assumptions deemed reasonable by the Borrower under the direction of a Responsible Officer of the Guarantor Borrower, and the Borrowersin accordance with GAAP, except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP. The Guarantor and the Borrowers have Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect respect, or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries Borrower as of at December 31, 2007 provided to the Administrative Agent 1996 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the GuarantorBorrower and its consolidated Subsidiaries as at such date, the Borrowers and the Guarantor’s consolidated results of their operations and their cash flows for the fiscal year then ended. (b) The unaudited consolidated balance sheet of the Borrower and its consolidated subsidiaries as at September 30, 1997 and the Borrowers’ Consolidated related unaudited consolidated statements of income and of cash flows for the nine month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationnine month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries hadThe Borrower did not have, at the date of the most recent balance sheet referred to above, any material contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1996 to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries Borrower of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the GuarantorBorrower at December 31, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof1996. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries its subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2002 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by PricewaterhouseCoopers, LLP, copies of which have heretofore been furnished to the Administrative AgentLenders, are complete and correct and present fairly in all material respects the consolidated financial condition of the GuarantorBorrower and its subsidiaries as at such dates, the Borrowers and the Guarantor’s consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its subsidiaries as at March 31, 2003 and the Borrowers’ Consolidated Subsidiaries related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly the consolidated financial condition of the Borrower and its subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationthree-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)involved. Except as disclosed in writingset forth on Schedule 4.1, neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries hadEntities has, at the date of the most recent balance sheet referred to aboveEffective Date, any material Indebtedness, Guarantee Obligation, contingent liability or liability for taxes, or any long term lease or unusual forward or long long-term commitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 4.1, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 2002 to and including the date hereof, Effective Date there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries Entities of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofEntities at December 31, 2002. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1999 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Ernst & Young LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at June 30, 2000 and the related unaudited consolidated statements of income and of cash flows for the 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 (subject to normal year-end audit adjustments) the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. All such annual financial statements, including the related schedules and notes thereto (if any)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). Except as disclosed The quarterly financial statements have been prepared in writingaccordance 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, neither such quarterly statements do not include all of the Guarantorinformation 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 Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated 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 long material long-term lease or material unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers Parent Borrower as at December 31 2012 and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent 2013, and the related consolidated statements of income, of changes in stockholders’ equity operations and of cash flows for each of the fiscal years in the two-year period ended December 31, 20072013, copies of which have heretofore been furnished to the Administrative Agentreported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP , are complete and correct and independent public accountants, present fairly fairly, in all material respects respects, the financial position and results of operations and cash flows of the Parent Borrower as of such dates and for such periods. The unaudited consolidated balance sheet of the Parent Borrower as at June 30, 2014, and the related unaudited consolidated statements of operations and cash flows for the fiscal quarter ended on such date, present fairly, in all material respects, the financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries Parent Borrower as at such date, and the consolidated results of their its operations and their consolidated its cash flows as of for the date of such financial statements and other informationfiscal quarter then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)involved. Except as disclosed in writingAs of the Closing Date, neither the Guarantor, the Borrowers Parent Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxesTaxes, or any long material long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are required under GAAP to be reflected and are not so reflected in the foregoing most recent (as of the date hereof) financial statements or in (including the notes thereto) referred to in this paragraph. During Except as disclosed prior to the date hereof in any filing on the Securities and Exchange Commission’s ▇▇▇▇▇ system (or any successor thereto) or any other publicly available database maintained by the Securities and Exchange Commission, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 2013 to and including the date hereof, hereof there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers Parent Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its Subsidiaries of any material part of their the business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition property of the GuarantorParent Borrower, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereoftaken as a whole. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated and consolidating balance sheet sheets of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 3129, 2007 provided to the Administrative Agent and December 30, 2006, respectively, and the related consolidated and consolidating statements of income, of changes in stockholders’ equity operations and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by BDO S▇▇▇▇▇▇, LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly fairly, in all material respects respects,the consolidated and consolidating financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such datedates, and the consolidated and consolidating results of their operations and of their consolidated cash flows as of for the date of such financial statements and other informationfiscal years then ended. All such financial statements, including the related schedules and notes thereto (if any)thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed otherwise expressly noted therein), and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any long material long-term lease or unusual material forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date . (b) As of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been are no sale, transfer material liabilities or other disposition by obligations of the Guarantor, the Borrowers Borrower or any of its Subsidiaries, whether direct or indirect, absolute or contingent, or matured or unmatured, other than (i) as disclosed or provided for in the Guarantor’s financial statements and notes thereto which are referred to above, or (ii) which are disclosed elsewhere in this Agreement or in the Borrowers’ Consolidated Subsidiaries Schedules hereto, or (iii) arising in the ordinary course of any material part business since December 29, 2007 or (iv) created by this Agreement. As of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers written information, exhibits and reports furnished by the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished Borrower to the Administrative AgentLenders in connection with the negotiation of this Agreement, have been prepared taken as a whole, are complete and correct in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any all material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇respects.

Financial Condition. (a) The consolidated audited balance ------------------- sheets of ▇▇▇▇▇ Fargo and its consolidated balance sheet of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1993, December 31, 1994 and December 31, 1995 and the related consolidated statements of income, of changes in stockholders’ equity operations and of cash flows for the fiscal year ended December 31on each such date, 2007audited by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects accordance with GAAP the consolidated financial condition of the Guarantor, the Borrowers ▇▇▇▇▇ Fargo and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal year then ended. All such financial statements, including the related schedules and notes thereto (if any), statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Except Neither ▇▇▇▇▇ Fargo nor any of its consolidated Subsidiaries had, at the date of each 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 material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. During the period from December 31, 1995 to and including the date hereof there has been no sale, transfer or other disposition by ▇▇▇▇▇ Fargo or any of its consolidated Subsidiaries of any material part of its business or property (except as disclosed in writingthe Contribution Documents) other than pursuant to the Business Combination and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of ▇▇▇▇▇ Fargo and its consolidated Subsidiaries at December 31, neither 1995. (b) The consolidated audited balance sheets of ▇▇▇▇▇▇ and its consolidated Subsidiaries as at June 30, 1994, June 30, 1995 and June 30, 1996 and the Guarantorrelated consolidated statements of operations and of cash flows for the fiscal year ended on each such date, audited by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the Borrowers consolidated financial condition of ▇▇▇▇▇▇ and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Neither ▇▇▇▇▇▇ nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes theretothereto or expressly permitted to be incurred hereunder. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentJune 30, 1996 to and including the date hereof, there has been no sale, transfer or other disposition (other than the Business Combination) by the Guarantor, the Borrowers ▇▇▇▇▇▇ or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property other than pursuant to the Business Combination and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor▇▇▇▇▇▇ and its consolidated Subsidiaries at June 30, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof1996. (bc) The operating forecast unaudited consolidated balance sheet of ▇▇▇▇▇ Fargo and cash flow projections its consolidated Subsidiaries as at September 30, 1996, certified by a Responsible Officer of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries▇▇▇▇▇ Fargo, copies of which have heretofore been furnished to each Lender, presents fairly in all material respects in accordance with GAAP the Administrative Agent, have financial position of ▇▇▇▇▇ Fargo and its consolidated Subsidiaries as at such date (subject to normal year end audit adjustments and the absence of schedules and notes). Such balance sheet has been prepared in good faith under accordance with GAAP (except as approved by such Responsible Officer and disclosed therein) (subject to normal year end audit adjustments and the direction absence of schedules and notes). ▇▇▇▇▇ Fargo and its consolidated Subsidiaries did not have at the date of such balance sheet, 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 exchange transaction, which is not reflected in such balance sheets. During the period from September 30, 1996 to the Closing Date, except in connection with the Business Combination and the transactions related thereto, no dividends or other distributions have been declared, paid or made upon the Capital Stock of ▇▇▇▇▇ Fargo or any of its consolidated Subsidiaries nor has any of the Capital Stock of ▇▇▇▇▇ Fargo or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by ▇▇▇▇▇ Fargo or any of its consolidated Subsidiaries, respectively. (d) The unaudited consolidated balance sheet of ▇▇▇▇▇▇ and its consolidated Subsidiaries as at September 30, 1996, certified by a Responsible Officer of ▇▇▇▇▇▇, copies of which have heretofore been furnished to each Lender, presents fairly in all material respects in accordance with GAAP the Guarantor financial position of ▇▇▇▇▇▇ and its consolidated Subsidiaries as at such date (subject to normal year end audit adjustments and the Borrowersabsence of schedules and notes). Such balance sheet has been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein) (subject to normal year end audit adjustments and the absence of schedules and notes). ▇▇▇▇▇▇ and its consolidated Subsidiaries did not have at the date of such balance sheet, 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 exchange transaction, which is not reflected in such balance sheets. During the period from September 30, 1996 to the Closing Date, except in connection with the Business Combination and the transactions related thereto, no dividends or other distributions have been declared, paid or made upon the Capital Stock of ▇▇▇▇▇▇ or any of its consolidated Subsidiaries nor has any of the Capital Stock of ▇▇▇▇▇▇ or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by ▇▇▇▇▇▇ or any of its consolidated Subsidiaries, respectively. (e) The unaudited consolidated pro forma balance sheet of the --- ----- Borrower and its consolidated Subsidiaries, as at September 30, 1996, certified by a Responsible Officer (the "Pro Forma Balance Sheet"), copies of which have ----------------------- been furnished to each Lender, is the unaudited balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1996, adjusted to give effect (as if such events had occurred on such date) to (i) the Business Combination and each of the transactions contemplated by the Contribution Agreement, (ii) the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and (iv) the incurrence of the Subordinated Debt and all other Indebtedness that the Borrower and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Borrower and its consolidated Subsidiaries expect to pay, in connection with the Business Combination. The Guarantor Pro Forma Balance Sheet was prepared based on good faith assumptions in accordance with GAAP and is based on the Borrowers have no reason best information available to believe that the Borrower, as of the date of delivery thereof such operating forecast thereof, and cash flow projections are materially incorrect or misleading reflects on a pro forma basis the financial position of the --- ----- Borrower and its consolidated Subsidiaries, as at September 30, 1996, as adjusted, as described above, assuming that the events specified in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇preceding sentence has actually occurred as at September 30, 1996.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1994 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at June 30, 1995 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their 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 (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentJune 30, 1995 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries on the date hereofat June 30, 1995. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited unaudited pro forma consolidated balance sheet of the GuarantorBorrower and its consolidated Subsidiaries as at June 30, 2002 (the Borrowers "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Original Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Term Loans to be made on the Closing Date and the Guarantor’s use of proceeds thereof and (ii) the Borrowers’ Consolidated payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at June 30, 2002, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2007 provided to the Administrative Agent 2001, and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31, 2007, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and on such date present fairly in all material respects the consolidated financial condition of the GuarantorBorrower and its Subsidiaries as at such date, the Borrowers and the Guarantor’s consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2002, and the Borrowers’ Consolidated 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 and its Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationsix-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the any related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)involved. Except as disclosed set forth in writing, neither the GuarantorSchedule 4.1(a), the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Borrower and its Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During Except as set forth on Schedule 4.1(b), during the period from the date of the financial statements and other financial information delivered to the Administrative AgentJune 30, 2002 to and including the date hereof, hereof there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its Subsidiaries of any material part of their its business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofProperty. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 3130, 2007 provided to the Administrative Agent 1995 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to the Administrative AgentLender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at November 23, 1996 and the related unaudited consolidated statements of income and of cash flows for the eleven-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly in all material respects the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the eleven-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 (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except (i) to the period from extent permitted under this Agreement (ii) for the write down of specific Opthamalic Excimer Lasers, owned by the Borrower or its Subsidiaries as of the date hereof, in an aggregate amount of the financial statements and other financial information delivered $2,500,000, as disclosed to the Administrative AgentLender prior to the date hereof, or (iii) as otherwise separately disclosed to and including the Lender in writing prior to the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and except for the E.B. ▇▇▇▇▇ ▇▇▇uisition, no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.consolidated

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers ------------------- Borrower and the Guarantor’s and the Borrowers’ Consolidated Restricted Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1999, and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s Restricted Subsidiaries, taken as a whole, as at such date, and the Borrowers’ Consolidated consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and the Restricted Subsidiaries as at March 31, 2000, and the related unaudited consolidated statements of operations and of cash flows for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and the Restricted Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the three-month period then ended (subject to normal year-end audit adjustments and the absence of the date of such financial statements and other informationcomplete footnote disclosure). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed thereintherein and except for interim financial statements, which are subject to normal year-end adjustments and lack footnotes). Except as disclosed set forth in writingSchedule 5.1, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During ------------ during the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1999, to and including the date hereof, Effective Date there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated Restricted Subsidiaries of any material part of their business its business, assets or Property property and no purchase or other acquisition of any business business, assets or Property property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Restricted Subsidiaries on the date hereofat December 31, 1999. (b) The operating forecast financial statements of the Borrower and the Restricted Subsidiaries and other information most recently delivered under Sections -------- 6.1(e), 7.1(a) and (b) were prepared in accordance with GAAP and present -------------- --- fairly in all material respects the consolidated financial condition, results of operations, and cash flow projections flows of the Guarantor, the Borrowers Borrower and the Guarantor’s Restricted Subsidiaries, taken as a whole, as of, and for the portion of the fiscal year ending on the date or dates thereof (subject in the case of interim statements only to normal year-end audit adjustments and the Borrowers’ Consolidated Subsidiariesabsence of footnotes). (i) The pro forma financial information, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor Budgets and the Borrowers. The Guarantor and the Borrowers have no reason to believe that projections attached hereto as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.Schedule 5.1

Financial Condition. (a) The With respect to AHL, the audited consolidated balance sheet financial statements of the GuarantorAHL, with respect to AHN, the Borrowers and unaudited consolidated financial statements of AHN, or, with respect to any other Unguaranteed Borrower, the Guarantor’s and consolidated financial statements of such Unguaranteed Borrower provided pursuant to Section 13.02(c), in each case for the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 provided most recently completed fiscal year prior to the Administrative Agent Effective Date (in the case of AHL and AHN) and prior to the related consolidated statements date it became a party to this Agreement (in the case of incomeany other Unguaranteed Borrower), in each case certified by a Financial Officer of changes in stockholders’ equity and of cash flows for AHL, AHN or such Unguaranteed Borrower, as the fiscal year ended December 31case may be, 2007, copies of which have heretofore been furnished to the Administrative Agent, are complete Lenders (in the case of AHL and correct AHN) and furnished at the time such other Unguaranteed Borrower becomes a party to this Agreement (in the case of any other Unguaranteed Borrower) fairly present fairly in all material respects the consolidated financial condition of AHL, AHN or such other Unguaranteed Borrower and their respective Consolidated Subsidiaries, as the Guarantorcase may be, as at the Borrowers dates thereof and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their for the periods covered thereby. The unaudited interim consolidated cash flows as financial statements of such other Unguaranteed Borrower, for each fiscal quarterly period ended subsequent to the date of such the latest financial statements delivered pursuant to the first sentence of this Section 4.04 and prior to the time it became a party to this Agreement, furnished pursuant to Section 13.02(c) at the time such other informationUnguaranteed Borrower becomes a party to this Agreement fairly present in all material respects the consolidated financial condition of such other Unguaranteed Borrower, as the case may be, as at the dates thereof and the results of their operations for the periods covered thereby (subject to normal year-end audit adjustments). All such Said financial statements, including the related schedules and notes thereto (if any), have been statements were prepared in accordance with GAAP applied consistently throughout GAAP. Since December 31, 1996 (in the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any case of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at AHL and AHN) and since the date of the most recent balance sheet referred to above, any material 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the latest financial statements and delivered with respect to such other financial information delivered Unguaranteed Borrower pursuant to the Administrative Agent, to and including the date hereoffirst sentence of this Section 4.04, there has been no sale, transfer Material Adverse Effect with respect to AHL or other disposition by the Guarantor, the Borrowers AHN or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofsuch Unguaranteed Borrower. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Seller and the GuarantorSeller’s and the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows for at the fiscal year ended December 31end 2006 set forth in the registration statement of the Seller filed with the Securities and Exchange Commission on February 1, 20072007 (Registration No. 333–138591) (“Registration Statement”) for the year then ended, copies reported on without a “going concern” or like qualification arising out of which have heretofore been furnished to the Administrative Agentscope of the audit conducted by Deloitte & Touche LLP, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Seller and the GuarantorSeller’s and the Borrowers’ Consolidated Subsidiaries as at of such date, and the consolidated results of their operations and their consolidated cash flows as of the date of such financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor The Seller or any of the GuarantorSeller’s or the Borrowers’ Consolidated Subsidiaries had, at as of the date of the most recent balance sheet referred to above, any material 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 2006, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Seller or any of the GuarantorSeller’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower Seller and the GuarantorSeller’s or the Borrowers’ Consolidated Subsidiaries on the date hereofhereof except as contemplated in the Registration Statement. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The Pro Forma Financial Statements have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were based on the conditions and facts known to the Borrower at the time of delivery of such Pro Forma Financial Statements and believed by the Borrower to be reasonable. (b) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries Borrower as of at December 31, 2007 provided to the Administrative Agent 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of incomeoperations, of changes in stockholders’ equity and comprehensive income and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the GuarantorBorrower at such date, the Borrowers and the Guarantor’s consolidated results of its operations, its consolidated stockholders’ equity and comprehensive income and its consolidated cash flows for the respective fiscal years then ended. The unaudited condensed consolidated balance sheet of the Borrower as at September 30, 2011, and the Borrowers’ Consolidated Subsidiaries related unaudited condensed consolidated statements of operations and condensed cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of their its operations and their its consolidated cash flows as for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of the date of such financial statements and other informationfootnotes). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any As of the Guarantor’s or Closing Date, except as set forth on Schedule 4.1(b) to the Borrowers’ Consolidated Subsidiaries hadDisclosure Letter, at the date of the most recent balance sheet referred to above, no Group Member has any material Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing statements or in the notes thereto. During the period from the date of the most recent financial statements and other financial information delivered referred to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofthis paragraph. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2003 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects and present fairly the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at March 31, 2004 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any), statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee outside the ordinary course of business, contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitmentcommitment which in the aggregate may reasonably be expected to have a Material Adverse Effect, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative(except as listed on Schedule 3.1 attached hereto), that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers each Loan Party and the Guarantor’s and the Borrowers’ Consolidated its respective Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2012, December 31, 2013 and December 31, 2014, and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by and accompanied by an unqualified report from KPMG LLP, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers each Loan Party and the Guarantor’s and the Borrowers’ Consolidated its respective Subsidiaries 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 each Loan Party and its respective Subsidiaries as at March 31, 2015, June 30, 2015 and September 30, 2015, the unaudited consolidated statements of income and cash flows for the date Guarantor and its Subsidiaries for the nine-month period ended September 30, 2015 and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended September 30, 2015, present fairly the consolidated financial condition of each Loan Party and its respective Subsidiaries as at such financial statements date, and other informationthe consolidated results of their operations and consolidated cash flows for the nine- or three-month, as the case may be, period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in writing, neither As of the GuarantorClosing Date, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries hadGuarantor and its Subsidiaries, at the date of the most recent balance sheet referred to abovetaken as a whole, any have no material Guarantee Obligations, material contingent liability liabilities or liability material liabilities for taxesTaxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing most recent financial statements or referred to in this paragraph, referred in the notes thereto. During thereto or described under the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any heading “Legal Proceedings” of the Guarantor’s Form 10-Q, filed November 9, 2015 (for the period ended September 30, 2015) or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries listed on the date hereofSchedule 3.1 hereto. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet (including the notes thereto) (the “Pro Forma Balance Sheet”), of the Borrower and its consolidated Subsidiaries, dated as of December 31, 2002, and adjusted to give effect (as if such events had occurred on such date) to (i) the Loans to be made on the Original Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing, a copy of which has been furnished to the Administrative Agent and each Lender, has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2002, assuming that the events specified in clauses (i) and (ii) above had actually occurred at such date. (b) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2001 and December 31, 2002, and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year years ended December on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 20072003, copies and the related consolidated statement of which have heretofore been furnished income and of cash flow for the fiscal quarter then ended previously delivered to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their the operations of the Borrower and its consolidated Subsidiaries and their consolidated cash flows as of for the date of such financial statements and other informationrespective fiscal years or fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in writingwriting to the Administrative Agent, neither as of the Guarantordate hereof, the Borrowers nor any Borrower and its Subsidiaries have no material Guarantee Obligations, contingent liabilities (which, in the case of contingent liabilities, are of the Guarantortype required in accordance with GAAP to be disclosed in the Borrower’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material contingent liability or liability annual financial statements) and liabilities for taxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, Hedging Obligation that is not reflected in the foregoing most recent financial statements or referred to in the notes thereto. During the period from this paragraph except for Hedging Obligations incurred since the date of the such financial statements in the ordinary course of business and other financial information delivered to disclosed on Schedule 3.23. Since the Administrative AgentOriginal Closing Date, to and including the date hereofhereof except as disclosed on Schedule 3.1(b), there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its Subsidiaries of any material part of their its business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofProperty. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (ai) The audited consolidated balance sheet of the Guarantor, the Borrowers Trean and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2019 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such dates, 2007reported on by and accompanied by an unqualified report from Deloitte, copies (ii) the unaudited balance sheet of which have heretofore been furnished to Trean and its Subsidiaries as at February 29, 2020 and the Administrative Agentrelated statements of income and of cash flows for the period ended on such date, are complete and correct (iii) a pro forma balance sheet balance sheet of Trean and its Subsidiaries reflecting the closing of this Agreement and the payment of the Closing Date Distribution, present fairly in all material respects the consolidated financial condition position of the GuarantorTrean and its Subsidiaries, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows of Trean and its Subsidiaries, as of applicable, for the date of such financial statements and other informationrespective fiscal periods then ended. All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except except, in the case of the audited financial statements, as approved by the aforementioned firm of accountants and disclosed therein, and except, in the case of the unaudited financial statements, for the absence of customary year-end adjustments and notes thereto). Except as disclosed in writingAs of December 31, neither the Guarantor2019, the Borrowers nor any of the Guarantor’s Trean and its Subsidiaries, had no material Guarantee Obligations or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any other material contingent liability liabilities or liability liabilities for taxes, or any long term lease or unusual forward taxes or long term commitmentleases, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is were not reflected in the foregoing most recent financial statements referred to in this paragraph or in the notes thereto. During the period from the date of the financial statements and other financial information delivered thereto that otherwise would be required to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material be disclosed as liabilities in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofaccordance with GAAP. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, Projections have been prepared by Trean based upon estimates and assumptions that Trean believes to be reasonable and fair on the Closing Date in good faith under the direction light of a Responsible Officer of the Guarantor current conditions and the Borrowers. The Guarantor and the Borrowers have no reason facts known to believe that Trean and, as of the date Closing Date, reflect Trean’s good faith estimates of delivery thereof the future financial performance of Trean and its Subsidiaries on a consolidated basis and of the other information projected therein for the periods set forth therein. Notwithstanding the foregoing, it is understood that such operating forecast Projections are subject to uncertainties and cash flow projections contingencies, many of which are materially incorrect or misleading beyond the control of the Group Members, and that no assurance can be given that such Projections will actually be realized. (c) The pro forma unaudited consolidated balance sheet of Trean and its Subsidiaries, a copy of which has been delivered to each Lender, has been prepared as of March 31, 2020 (which was prepared using the February 29, 2020 balance sheet referred to in any clause (a) above) and presents fairly in all material respect or omit respects as of such date, on a pro forma basis, the consolidated financial position of Trean and its Subsidiaries after giving pro forma effect to state any material fact which would render them misleading in any material respect. The Guarantor the transactions contemplated by this Agreement and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇other Loan Documents.

Financial Condition. (a) The audited unaudited pro forma consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to 2006 (including the Administrative Agent and notes thereto) (the related consolidated statements of income, of changes in stockholders’ equity and of cash flows for the fiscal year ended December 31, 2007“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 Administrative AgentLoans to be made on the Effective Date and the use of proceeds thereof and (ii) the payment of estimated fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, are complete and correct presents fairly on a pro forma basis the estimated combined financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005 and December 31, 2006, 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, copies of which have heretofore been furnished to each Lender, present fairly fairly, in all material respects respects, the consolidated financial condition of the GuarantorBorrower and its consolidated Subsidiaries, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows as of for the date of such financial statements and other informationrespective fiscal years then ended. All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor The Borrower and its consolidated Subsidiaries do not have any material Guarantee Obligations (other than Guarantee Obligations of the Guarantor’s Borrower or its Subsidiaries in support of obligations of Subsidiaries in the Borrowers’ Consolidated Subsidiaries hadordinary course of business consistent with past practice), at the date of the most recent balance sheet referred to above, any material contingent liability or liability liabilities and liabilities for taxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 2006 to and including the date hereof, hereof there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Borrower and its consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofProperty. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated financial statements of MMR and its Consolidated Subsidiaries as at December 31, 1999, and the balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ its Consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1999 and the related consolidated statements statement of income, member's capital and cash flow of changes in stockholders’ equity the Borrower and of cash flows its Consolidated Subsidiaries for the fiscal year ended December 31on said date, 2007, copies in each case as included in the consolidating statements of which have heretofore been furnished to the Administrative Agent, are complete MMR and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ its Consolidated Subsidiaries as at such date, and of said date with the consolidated results opinion thereon of their operations and their consolidated cash flows as of the date of such financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2000 and the related consolidated statements of income, members capital and cash flow of the Borrower and its Consolidated Subsidiaries for the three-month period ended on such date heretofore furnished to the Agent, are complete and correct and fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at said date and the results of its operations for the fiscal year and the three-month period ended on said date, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, that would be required to be reserved for in the Financial Statements in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Except as set forth on Schedule 7.10, since March 31, 2000, there has been no change or event having a Material Adverse Effect. Except as set forth on Schedule 7.10, since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. (a) The audited unaudited consolidated balance sheet of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries Borrower (which include Pro-Bel) as of December 31, 2007 provided to the Administrative Agent 1998 and the related consolidated statements of incomeoperations, of changes in stockholders’ shareholders' equity and of cash flows for the fiscal year ended December 31on such date, 2007, copies of which have heretofore been furnished to the Administrative AgentBank (with statements certified by Price Waterhouse Coopers to follow within 32 days of closing), are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries Pro-Bel as at such date, and the consolidated results of their its operations for the fiscal year then ended and their the interim financial statements of the Borrower and Pro-Bel as at September 30, 1998 and the related consolidated statements of operations, shareholders' equity and cash flows as for the fiscal quarter then ended on such date prepared by management of the date Borrower and certified as true and correct by the chief financial officer of the Borrower, copies of which statements have heretofore been furnished to the Bank, are complete and correct and present fairly the financial condition of the Borrower and Pro-Bel as at such financial statements date, and other informationthe results of its operations for the fiscal quarter then ended. All such Such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout GAAP. Neither the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, Pro-Bel has any material contingent liability obligations, contingent liabilities or liability liabilities for taxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that is which are not reflected in the foregoing certified statements or in the notes thereto. During the period from Since the date of the aforementioned financial statements and other financial information delivered to the Administrative Agent, to and including the date hereofstatements, there has been no salematerial adverse change in the business, transfer operations, assets or financial or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofPro-Bel. (b) The operating forecast Consolidating balance sheet of Borrower as of December 31, 1998 and the related statements shareholders' equity and cash flow projections flows (to be provided by Borrower within 32 days of closing) and the consolidating statement of operations (heretofore provided to Bank) for the fiscal year ended on such date are complete and correct and present fairly the financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that Borrower as of the date of delivery thereof at such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇date.

Financial Condition. (a) The audited consolidated Consolidated balance sheet of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ its Consolidated Subsidiaries as of December 31at November 30, 2007 provided to the Administrative Agent 1998, and the related consolidated Consolidated statements of income, of changes in stockholders’ equity earnings and of cash flows for the fiscal year ended December 31on such date, 2007reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated Consolidated financial condition of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ its Consolidated Subsidiaries as at such date, and the consolidated Consolidated results of their operations and their consolidated Consolidated cash flows as for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the date Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial statements condition of the Company and other informationits Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-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 (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Company nor any of the Guarantor’s or the Borrowers’ its Consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, includingincluding any Hedge Agreement, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth in Schedule 6.1, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentNovember 30, 1998, to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Company or any of the Guarantor’s or the Borrowers’ its Consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated Consolidated financial condition of the Guarantor, the Borrower Company and the Guarantor’s or the Borrowers’ its Consolidated Subsidiaries on the date hereofat November 30, 1998. (b) The operating forecast Consolidated and cash flow projections consolidating pro forma balance sheets of the GuarantorCompany and its Subsidiaries as at May 31, the Borrowers 1999, and the Guarantor’s related Consolidated and consolidating pro forma statements of income of the Borrowers’ Consolidated SubsidiariesCompany and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, fairly present the Administrative AgentConsolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, have been in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in good faith accordance with the requirements of Regulation S-X under the direction of Securities Act applicable to a Responsible Officer of registration statement under the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇Securities Act on Form S-1.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers -------------------------------- Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1999, and the related consolidated statements of incomeearnings, of changes in stockholders’ equity and of cash flows and shareholders' equity for the fiscal year ended December 31on such date, 2007reported on by Ernst & Young LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects and present fairly the consolidated financial condition of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Company and its consolidated Subsidiaries as at September 30, 2000 and the related unaudited consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial statements condition of the Company and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Company nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries (taken as a whole) had, at the date of the most recent balance sheet referred to above, any material Guaranty, contingent liability or liability for taxes, or any long long- term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except as disclosed in filings with the Securities and Exchange Commission made by the Company on or prior to December 15, 2000 during the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1999 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Company or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the GuarantorCompany and its consolidated Subsidiaries at December 31, 1999, other than any such sale, transfer or other disposition or purchase or acquisition that was permitted by the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofExisting Credit Agreement. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. Castle has delivered to Buyer (a) The the audited consolidated balance sheet as of September 30, 1994 (the Guarantor, "Balance Sheet Date") of Castle and its Subsidiaries (the Borrowers "Balance Sheet") and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent and the related audited consolidated statements statement of income, consolidated statement of changes in stockholders’ equity retained earnings, and consolidated statement of cash flows of Castle and its Subsidiaries for the fiscal year ended December 31then ended, 2007, copies of which have heretofore been furnished to (b) the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows audited balance sheet as of the date Balance Sheet Date of IRLP and the audited statement of income, statement of retained earnings, and statement of cash flows of IRLP for the year then ended, and (c) the unaudited balance sheet as of August 31, 1995 of IRLP and the unaudited statement of income, statement of retained earnings, and statement of cash flows of IRLP for the period then ended. Each such balance sheet presents fairly the financial condition, assets, liabilities, and stockholders' equity or partnership capital of the respective entities as of its date; each such statement of income and statement of retained earnings presents fairly the results of operations of the respective entities for the period indicated; and each such statement of cash flows presents fairly the information purported to be shown therein. To the Knowledge of Sellers, the financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), referred to in this Section 4.9 have been prepared in accordance with GAAP applied consistently throughout (except, in the periods involved case of the unaudited statements, for the omission of footnote disclosures and other information and for normal year-end adjustments) and the books and records of Castle and its Subsidiaries. To the Knowledge of Sellers, the Castle Subsidiaries have no material capital lease obligations (except as disclosed thereinother than leases for copiers, vehicles. and similar equipment which may have been capitalized) and no material long-term liabilities for the deferred purchase price of any assets (other than a license fee for the Penex process). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any As of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date hereof (with respect to clause (a) only) and as of the most recent balance sheet referred to aboveClosing Date: (a) the Acquired Corporation has at least $3.5 million of cash plus interest accrued thereon in bank accounts specified in Schedule 4.9 attached hereto, any material contingent liability or liability for taxes, or any long term lease or unusual forward or long term commitment, including, without limitation, any which cash and interest rate or foreign currency swap or exchange transaction or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During the period from the date shall be part of the financial statements Assets owned by IRC at Closing, and has no Liabilities, known or unknown, accrued or unaccrued, aggregating more than $25,000, other financial information delivered to the Administrative Agent, to than Environmental Claims; and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished IRLP has title to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇"tank bottoms" specified on Schedule 2.2C attached hereto.

Financial Condition. (a) [Reserved.] (b) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as of December 31, 2007 provided to the Administrative Agent 2012, and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December on such date, reported on by and accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the results of their operations and cash flows for the period then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 20072013 and, June 30, 2013 and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows as for the three-month periods then ended (subject to normal year‑end audit adjustments and the absence of the date of such financial statements and other informationfootnotes). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated The Borrower and its Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long term lease long‑term leases or unusual forward or long term commitmentlong‑term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing financial statements referred to in this paragraph or disclosed in SEC Reports filed prior to the notes theretodate hereof. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentSeptember 30, 2013 to and including the date hereof, hereof there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries Borrower of any material part of their its business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material except as has been expressly disclosed in relation SEC Reports filed prior to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1995 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended period from November 6, 1995 to December 31, 20071995, reported on by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and certified by the chief financial officer of the Borrower, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated statement of income of the Borrower and its consolidated Subsidiaries as at August 31, 1996, certified by the chief financial officer of the Borrower, a copy of which has heretofore been furnished to each Lender, is complete and correct and presents fairly the consolidated results of operations of the Borrower and its consolidated Subsidiaries as at such date (subject to normal year-end audit adjustments). The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at November 6, 1995, reported on by Coopers & ▇▇▇▇▇▇▇ LLP and certified by the chief financial officer of the Borrower, a copy of which has heretofore been furnished to each Lender, is complete and correct and presents fairly the consolidated financial condition of the Borrower and the consolidated Subsidiaries as at such financial statements and other informationdate. All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or chief financial officer, as the case may be, and as disclosed therein). Except as disclosed in writingset forth on Schedule 3.1, neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentApril 9, 1996 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and its consolidated Subsidiaries at April 9, 1996, other than the Guarantor’s or sale of inventory in the Borrowers’ Consolidated Subsidiaries on the date hereofordinary course of business. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of December 31at September 30, 2007 provided to the Administrative Agent 2000, September 30, 2001 and September 30, 2002, the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on each such date, 2007reported on by KPMG LLP, copies of which have heretofore been furnished to the Administrative Agent, each Lender are complete and correct and present fairly in all material respects the consolidated financial condition of the GuarantorCompany and its consolidated Subsidiaries as at each such date, and the consolidated results of their operations and their consolidated cash flows for the relevant fiscal year then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2003, the Borrowers related unaudited consolidated statements of income and of cash flows for the Guarantor’s six-month period ended on such date, certified in each case by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the Borrowers’ Consolidated consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationsix-month period then ended (subject in each case to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP (provided that interim statements may be condensed and exclude footnotes) applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer of the Company, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Company nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes theretothereto or disclosed on a supplemental basis. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentMarch 31, 2003 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Company or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the GuarantorCompany and its consolidated Subsidiaries at March 31, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof2003. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet sheets of the GuarantorParent and its Subsidiaries (including the CMBS Manager and, if any, the Borrowers subsidiary acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) as at December 31, 2008 and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by and accompanied by an unqualified report from Ernst & Young LLP, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the GuarantorParent and its Subsidiaries (including the CMBS Manager and, if any, the Borrowers subsidiary acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) as of such dates, and the Guarantor’s consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent and its Subsidiaries (including the CMBS Manager and, if any, the subsidiary acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) as at September 30, 2009, and the Borrowers’ Consolidated 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 Parent and its Subsidiaries (including the CMBS Manager and, if any, the subsidiary acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) as at such date, and the consolidated results of their its operations and their its consolidated cash flows as of for the date of such financial statements and other informationnine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in writingThe Parent and its Subsidiaries (including the CMBS Manager and, neither the Guarantorif any, the Borrowers nor subsidiary acting in a capacity analogous to the CMBS Manager pursuant to any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, Additional Securitization Arrangements) do not have any material Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 2008 to and including the date hereof, hereof there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries Parent of any material part of their its business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofProperty. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries its subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2002 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by PricewaterhouseCoopers, LLP, copies of which have heretofore been furnished to the Administrative AgentLenders, are complete and correct and present fairly in all material respects the consolidated financial condition of the GuarantorBorrower and its subsidiaries as at such dates, the Borrowers and the Guarantor’s consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its subsidiaries as at June 30, 2003 and the Borrowers’ Consolidated Subsidiaries related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly the consolidated financial condition of the Borrower and its subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationthree-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)involved. Except as disclosed in writingset forth on Schedule 4.1, neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries hadEntities has, at the date of the most recent balance sheet referred to aboveEffective Date, any material Indebtedness, Guarantee Obligation, contingent liability or liability for taxes, or any long term lease or unusual forward or long long-term commitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 4.1, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 2002 to and including the date hereof, Effective Date there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries Entities of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofEntities at December 31, 2002. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent and the related consolidated financial statements of income, of changes in stockholders’ equity and of cash flows CCHC for the fiscal year years ended December 31September 30, 20072000 and 2001 and the audited consolidated financial statements of the Borrower for the fiscal years ended September 30, 2002 , reported on by Ernst & Young, LLP, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and each Lender present fairly in all material respects the consolidated financial condition position of CCHC or the Borrower, as applicable, as at such dates, and the consolidated results of CCHC's or the Borrower's operations, as applicable, and CCHC's or the Borrower's cash flows, as applicable, for the fiscal periods then ended. The unaudited consolidated financial statements of the GuarantorBorrower for the calendar month and year-to-date periods ending April 30, 2003, certified by a Responsible Officer of the Borrowers and Borrower, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Guarantor’s and consolidated financial position of the Borrowers’ Consolidated Subsidiaries Borrower as at of such date, and the consolidated results of their the Borrower's operations and their consolidated the Borrower's cash flows as of flow for the calendar month and year-to-date of periods then ended. All such financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers Neither CCHC nor any of the Guarantor’s or the Borrowers’ Consolidated its Subsidiaries had, had as 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date thereto and which has any reasonable likelihood of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer resulting in a material cost or other disposition by the Guarantor, the Borrowers or any loss. (a) The pro forma balance sheet of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and its Subsidiaries (the Guarantor’s or "Pro Forma Balance Sheet") and the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections pro forma condensed consolidated statement of operations of the GuarantorBorrower and its Subsidiaries (the "Pro Forma Statement of Operations"), the Borrowers certified by a Responsible Officer of CCHC and the Guarantor’s and the Borrowers’ Consolidated SubsidiariesBorrower, copies of which have been heretofore been furnished to each Lender, are the Administrative Agentpro forma unaudited balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, have been 2003, and the pro forma unaudited condensed consolidated statement of operations of the Borrower and its consolidated Subsidiaries for the twelve months ended September 30, 2003, adjusted to give effect (as if such events had occurred on September 30, 2003) to (i) the consummation and funding of the Senior Unsecured Notes and the contemplated disbursement and use of the proceeds thereof (including without limitation, the payment of all obligations then outstanding under the Existing Credit Agreement as required under Section 6.1(b)(i)), (ii) the payment of fees, expenses and financing costs related to the Transactions, and (iii) the consummation of the other Transactions in accordance with the Loan Documents. The Pro Forma Balance Sheet and the Pro Forma Statement of Operations, together with the notes thereto, were prepared in based on good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that assumptions as of the date of delivery thereof such operating forecast thereof, and cash flow projections are materially incorrect or misleading reflect on a pro forma basis the financial position of the Borrower and its Subsidiaries as at September 30, 2003 and for the twelve-month period ending September 30, 2003, as adjusted, as described above, assuming that the events specified in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇preceding sentence had actually occurred at September 30, 2003.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as of December 31, 2007 provided to the Administrative Agent 2021, and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December on such date, reported on by and accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the results of their operations and cash flows for the period then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 20072022 and June 30, 2022 and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows as for the three-month periods then ended (subject to normal year-end audit adjustments and the absence of the date of such financial statements and other informationfootnotes). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated The Borrower and its Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing financial statements referred to in this paragraph or disclosed in SEC Reports filed prior to the notes theretodate hereof. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentJune 30, 2022 to and including the date hereof, hereof there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries Borrower of any material part of their its business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material except as has been expressly disclosed in relation SEC Reports filed prior to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the GuarantorBorrower, the Borrowers Guarantors and the Guarantor’s and the Borrowers’ Consolidated Borrower's other Subsidiaries as of December 31at August 29, 2007 provided to the Administrative Agent 1993, and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows retained earnings for the fiscal year ended December 31, 2007period then ended, copies of which have heretofore been furnished to the Administrative Agent, are complete Agent and correct and present each Lender fairly in all material respects presents the consolidated financial condition of the GuarantorBorrower, the Borrowers Guarantors and the Guarantor’s and the Borrowers’ Consolidated Borrower's other Subsidiaries as at such date, all in accordance with generally accepted accounting principles consistently applied. The Borrower, the Guarantors and the Borrower's other Subsidiaries did not have on such date any contingent liabilities for Taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the balance sheet and in the related notes. The consolidated balance sheet of Costco Wholesale Corporation and its Subsidiaries as at August 29, 1993, and the related statements of income and retained earnings for the fiscal year then ended, copies of which have been furnished to the Agent and each Lender fairly present the financial condition of Costco Wholesale Corporation and its Subsidiaries as at such date and the results of their operations of Costco Wholesale Corporation and their its Subsidiaries for the fiscal year then ended, all in accordance with generally accepted accounting principles consistently applied. Costco Wholesale Corporation and its Subsidiaries did not have on such date any contingent liabilities for Taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the balance sheets and in the notes to those financial statements. The consolidated cash flows balance sheet of The Price Company and its Subsidiaries as at August 29, 1993, and the related statements of income and retained earnings for the fiscal year then ended, copies of which have been furnished to the Agent and each Lender, fairly present the financial condition of The Price Company and its Subsidiaries as at such date and the results of operations of The Price Company and its Subsidiaries for the fiscal year then ended, all in accordance with generally accepted accounting principles consistently applied. The Price Company and its Subsidiaries did not have on such date any contingent liabilities for Taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the balance sheets and in the notes to those financial statements. Since the dates of such financial statements of Borrower and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writing, neither the each Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no salematerial adverse change (other than the merger and restructure charge of One Hundred Twenty Million Dollars ($120,000,000) taken in the fiscal quarter ending on November 21, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person1993) material in relation to the consolidated financial condition condition, operations, or business of the Borrower or either Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1995 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Price Waterhouse LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended; (b) the unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at September 30, 1996 and the related unaudited consolidated statements of income and of cash flows for the three-month and nine-month periods ending on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three month period then ended (subject to normal year-end adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentSeptember 30, 1996 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property (other than any of the foregoing relating to any part of its business or property reflected as discontinued operations on the Borrower's September 30, 1996 consolidated balance sheet referenced to above) and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.)

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1998 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-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 (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1998 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property and property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries on the date hereofat December 31, 1998. (b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date. (c) The operating forecast and cash flow projections of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative AgentLenders, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor Borrower, and the Borrowersin accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Guarantor and the Borrowers have Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect respect, or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The Each of PennyMac Corp., Guarantor and Servicer have heretofore furnished to Buyer a copy of its audited consolidated balance sheet of the Guarantor, the Borrowers sheets and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries audited consolidated balance sheets of its consolidated Subsidiaries, each as of December 31, 2007 2017 with the opinion thereon of Deloitte & Touche LLP, a copy of which has been provided to the Administrative Agent Buyer. Each of PennyMac Corp., Guarantor and Servicer has also heretofore furnished to Buyer the related consolidated statements of income, of changes in stockholders’ equity income and retained earnings and of cash flows for PennyMac Corp., Guarantor and Servicer and their consolidated Subsidiaries for the fiscal one year ended period ending December 31, 2007, copies of which have 2017. POP has heretofore been furnished to Buyer a copy of its unaudited consolidated balance sheets as of December 31, 2017. POP has also heretofore furnished to Buyer the Administrative Agentrelated consolidated statements of income for the one year period ending December 31, 2017. All such financial statements are complete and correct and present fairly in all material respects and fairly present the consolidated financial condition of the GuarantorPennyMac Corp., the Borrowers Guarantor and the Guarantor’s Servicer and the Borrowers’ Consolidated their Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other information. All such financial statementsfiscal year ended on said date, including the related schedules and notes thereto (if any), have been prepared all in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)on a consistent basis. Except as disclosed in writingSince December 31, neither the 2017, with respect to PennyMac Corp., Guarantor, the Borrowers Servicer, and POP, there has been no development or event nor any of the Guarantor’s prospective development or the Borrowers’ Consolidated Subsidiaries hadevent which has had or should reasonably be expected to have a Material Adverse Effect. Neither PennyMac Corp., at the date of the most recent balance sheet referred to abovePOP, Guarantor nor Servicer has any material contingent liability or liability for taxes, 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 or other financial derivative, that which is not reflected in the foregoing statements or in the notes theretonotes. During the period from Since the date of the financial statements and other financial information delivered to the Administrative Agent, Buyer prior to and including the date hereofof this Agreement, there neither PennyMac Corp., POP, Guarantor nor Servicer has been no salesold, transfer transferred or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries otherwise disposed of any material part of their business its property or Property and no purchase assets (except pursuant to the Program Documents) or other acquisition of acquired any business property or Property assets (including any Equity Interests of any other Person) that are material in relation to the consolidated financial condition of the GuarantorPennyMac Corp., the Borrower and the Guarantor’s POP, Guarantor or the Borrowers’ Consolidated Subsidiaries on the date hereofServicer. (bbb) The operating forecast and cash flow projections Section 12(m) of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished Agreement is hereby amended to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information read in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.entirety as follows:

Financial Condition. (a) The audited consolidated balance sheet sheets of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries NSP as of at December 31, 2007 provided to the Administrative Agent 2000 and December 31, 2001 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by and accompanied by an unqualified report from Ernst & Young, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and LLP present fairly in all material respects the consolidated financial condition of the GuarantorNSP as at such dates, the Borrowers and the Guarantor’s consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of NSP as at December 31, 2002, and the Borrowers’ Consolidated Subsidiaries related unaudited consolidated statements of income and cash flows for the 12-month period ended on such date, present fairly in all material respects the consolidated financial condition of NSP as at such date, and the consolidated results of their its operations and their its consolidated cash flows as of for the date of such financial statements and other information12-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and for the absence of certain notes thereto). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated NSP and its Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long long-term lease leases or unusual forward or long long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, that is are not reflected in the foregoing most recent financial statements or referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of NSP and its Subsidiaries as of the notes theretoClosing Date. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 2002 to and including the date hereof, hereof there has been no sale, transfer or other disposition Disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries NSP of any material part of their its business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofproperty. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The consolidated audited consolidated balance sheet ------------------- sheets of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1995, December 31, 1996 and December 31, 1997 the related consolidated statements of income, of changes in stockholders’ equity operations and of cash flows for the fiscal year years ended December 31on each such dates, 2007audited by Coopers & ▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects accordance with GAAP the consolidated financial condition of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal year then ended. All such financial statements, including the related schedules and notes thereto (if any), statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Company nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent each balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1998 and the related consolidated statements of operations and of cash flows for the three-month period then ended, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such date and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end adjustments). Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the date of such balance sheet, any material Contingent 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 or other financial derivativetransaction, that which is not reflected in the foregoing statements such balance sheet or in the notes theretothereto or in the notes to the Company's audited financial statements. During the period from December 31, 1997 to the date Closing Date, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Company or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of nor has any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the GuarantorCapital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Borrower and Company or any of its consolidated Subsidiaries, respectively, in each case, except as contemplated in connection with the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofMerger. (bc) The operating forecast and cash flow projections unaudited consolidated pro forma balance sheet of the Guarantor, the Borrowers Company --- ----- and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries, copies as of which have heretofore been furnished to the Administrative AgentMarch 31, have been prepared in good faith under the direction of 1998, certified by a Responsible Officer of the Guarantor Company (the "Pro Forma Balance Sheet"), copies of ----------------------- which have been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the Merger and each of the transactions contemplated by the Merger Agreement and (ii) the incurrence of the Loans and the Borrowersissuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date, and all Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Merger. The Guarantor Pro Forma Balance Sheet, together with the notes thereto, was prepared based on good faith assumptions in accordance with GAAP and is based on the Borrowers have no reason best information available to believe that the Company as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading reflects on a pro forma basis the financial position of the Company and its consolidated --- ----- Subsidiaries as of March 31, 1998, as adjusted, as described above, assuming that the events specified in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure preceding sentence had actually occurred as of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇March 31, 1998.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Parent and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 3126, 2007 provided to the Administrative Agent 2015 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007, reported on by KPMG LLP copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Parent and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal year then ended. All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Except The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as disclosed at March 26, 2016 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in writingaccordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, neither as amended) applied consistently throughout the Guarantorperiods involved, and present fairly the Borrowers consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to aboveMarch 26, 2016, any material Guarantee Obligation, contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentMarch 26, 2016 to and including the date hereofClosing Date, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Parent or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the GuarantorParent and its consolidated Subsidiaries at March 26, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof2016. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2004 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Ernst & Young LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Company and its consolidated Subsidiaries as at March 31, 2005 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial statements condition of the Company and other information. its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). (b) All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers Neither any Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated their consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered Except to the Administrative Agent, extent permitted under this Agreement or separately disclosed to and including the Lenders in writing prior to the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers any Borrower or any of the Guarantor’s or the Borrowers’ Consolidated their consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the such Borrower and its consolidated Subsidiaries at December 31, 2004 during the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on period from December 31, 2004 to and including the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet statutory financial statements of the GuarantorPLIC and its Primary Insurance Subsidiaries dated December 31, the Borrowers 2000 and the Guarantor’s related statements of income or operations, surplus or capital and surplus and cash flows for the Borrowers’ Consolidated fiscal periods ended on those dates: (i) were prepared in accordance with SAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of PLIC and its Primary Insurance Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of PLIC and its Primary Insurance Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations. (b) The audited consolidated financial statements of PLIC and its Subsidiaries dated December 31, 2007 provided to 2000 and the Administrative Agent unaudited interim consolidated financial statements of PLIC and its Subsidiaries dated March 31, 2001, and the related consolidated statements of incomeincome or operations, of changes in stockholders’ shareholders' equity and of cash flows for the fiscal year periods ended December on those dates: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of PLIC and its Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of PLIC and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations. (c) Since March 31, 20072001, copies there has been no Material Adverse Effect. (d) The financial condition of which have heretofore been furnished PLIC and its Subsidiaries as of the date of consummation of the Demutualization and after giving effect to the Administrative Agenttransactions constituting, are complete or occurring in connection with, the Demutualization will not differ materially from the financial condition of PLIC and correct its Subsidiaries immediately prior to the Demutualization and present fairly the transactions entered into in all material respects the connection therewith. The consolidated financial condition of the GuarantorParent and its Subsidiaries and of the Parent alone, in each instance immediately after giving effect to the Borrowers Demutualization and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of the date of such financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared transactions entered into in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material 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 or other financial derivative, connection therewith will not differ materially from that is not reflected in the foregoing statements or in the notes thereto. During the period from the date pro forma consolidated balance sheet of the financial statements Parent and other financial information its Subsidiaries and of the Parent alone dated as of March 31, 2001 and heretofore delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofBanks. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated and consolidating balance sheet sheets of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as of December 31at April 25, 2007 provided to the Administrative Agent 1999 and the related consolidated and consolidating statements of income, of changes in stockholders’ ' equity and of cash flows of Company and its Subsidiaries for the Fiscal Year then ended, (ii) the audited consolidated and consolidating balance sheets of Lady Luck and its Subsidiaries as at December 31, 1998 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lady Luck and its Subsidiaries for the fiscal year ended December 31then ended, 2007(iii) the unaudited consolidated and consolidating balance sheets of Company and its Subsidiaries as at October 24, copies 1999 and the related unaudited consolidated and consolidating statements of which have heretofore been furnished to income, stockholders' equity and cash flows of Company and its Subsidiaries for the Administrative Agentnine months then ended, are complete and correct (iv) the unaudited consolidated and present consolidating balance sheets of Lady Luck and its Subsidiaries as at September 30, 1999 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lady Luck and its Subsidiaries for the nine months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects respects, the financial position (on a consolidated financial condition and, where applicable, consolidating basis) of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of the date of entities described in such financial statements as at the respective dates thereof and other information. All 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, including to changes resulting from audit and normal year-end adjustments. Company does not (and will not following the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any funding of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries hadinitial Loans) have any Contingent Obligation, at the date of the most recent balance sheet referred to above, any material contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, commitment that is not reflected in the foregoing financial statements or in the notes thereto. During the period from the date of the financial statements thereto and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or which in any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) such case is material in relation to the consolidated business, operations, properties, assets, condition (financial condition or otherwise) or prospects of the Guarantor, the Borrower and the Guarantor’s Company or the Borrowers’ Consolidated Subsidiaries on the date hereofany of its Subsidiaries. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of AMERCO and its consolidated Subsidiaries for the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of December fiscal year ended March 31, 2007 provided to the Administrative Agent 2012 and the related audited consolidated statements of incomeoperations, of changes in stockholders’ equity and of cash flows for the fiscal year ended December 31on such date, 2007reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by BDO USA LLP, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers AMERCO and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) The unaudited consolidated balance sheet of AMERCO and its consolidated Subsidiaries as at December 31, 2012 and the related unaudited consolidated statements of income and of cash flows for the date nine-month period ended on such date, copies of which have heretofore been furnished to the Agent and each Lender, are complete and correct and present fairly the consolidated financial condition of AMERCO and its consolidated Subsidiaries as at such financial statements date, and other information. the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). (c) All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Responsible Officer, and as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers Neither AMERCO nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 interest rate or foreign currency swap or exchange transaction or other financial derivative, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 2012 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers AMERCO or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the GuarantorAMERCO and its consolidated Subsidiaries at December 31, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof2012. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at each of December 31, 2007 provided to the Administrative Agent 2016 and December 31, 2017 and the related consolidated statements of income, of changes in stockholders’ equity operations and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by Ernst & Young LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the GuarantorBorrower and its consolidated Subsidiaries as at such dates, the Borrowers and the Guarantorconsolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the Borrowers’ Consolidated related unaudited consolidated statements of operations and of cash flows for the 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 (subject to normal year-end audit adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal period then ended. All such annual financial statements, including the related schedules and notes thereto (if any)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). Except as disclosed The quarterly financial statements have been prepared in writingaccordance 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, neither such quarterly financial statements do not include all of the Guarantorinformation 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 Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated 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 long material long-term lease or material unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing financial statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of December at January 31, 2007 provided to the Administrative Agent 1999 and the related consolidated statements statement of income, of changes in stockholders’ equity and of cash flows operations for the fiscal year ended December 31on such date, 2007audited by PricewaterhouseCoopers LLP, copies or any successor thereto, a copy of which have has heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects accordance with GAAP the consolidated financial condition of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal year then ended. All such financial statements, including the related schedules and notes thereto (if any), statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Company nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at August 1, 1999 and the related unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the quarter ending August 1, 1999, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such dates. Such balance sheet and statements of income and cash flows, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the date of such balance sheet and statements of income and cash flows, any material Contingent 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 or other financial derivativetransaction, that which is not reflected in the foregoing such balance sheet, 51 EXECUTION COPY statements of income and cash flows or in the notes thereto. During the period from August 1, 1999 to the Closing Date, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries, respectively, except as permitted by subsection 8.11. (c) The unaudited consolidated pro forma balance sheet of the Company and its consolidated Subsidiaries as at the date of the most recently ended fiscal quarter immediately prior to the Closing Date for which financial statements and other financial information delivered to the Administrative Agentare available, to and including the date hereof, there has been no sale, transfer or other disposition certified by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor Company (the "Pro Forma Balance Sheet"), a copy of which has heretofore been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries, adjusted to give effect (as if such events had occurred on such date, but excluding any purchase accounting adjustments) to (i) the Transaction, (ii) and the Borrowersissuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and (iii) the incurrence of all Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Transaction. The Guarantor Pro Forma Balance Sheet, together with the notes thereto, was prepared based on good faith assumptions in accordance with GAAP, excluding any purchase accounting adjustments, and is based on the Borrowers have no reason best information available to believe that the Company and its consolidated Subsidiaries as of the date of delivery thereof such operating forecast thereof, and cash flow projections are materially incorrect or misleading reflects on a pro forma basis the financial position of the Company and its consolidated Subsidiaries as of the Closing Date as adjusted, as described above, assuming that the events specified in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if preceding sentence had actually occurred at the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇Closing Date.

Financial Condition. (ai) The audited consolidated balance sheet of the Guarantor, the Borrowers AEI and the Guarantor’s and the Borrowers’ Consolidated ------------------- its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1996 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers AEI and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of AEI and its consolidated Subsidiaries as at September 30, 1997 and the related unaudited consolidated statements of income and of cash flows for the date nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of AEI and its consolidated Subsidiaries as at such financial statements date, and other informationthe consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers Neither AEI nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1996 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers AEI or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the GuarantorAEI and its consolidated Subsidiaries at December 31, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof1996. (bii) The operating forecast consolidated balance sheet of Delmarva and cash flow projections of the Guarantorits consolidated Subsidiaries as at December 31, the Borrowers 1996 and the Guarantor’s related consolidated statements of income and of cash flows for the Borrowers’ Consolidated Subsidiariesfiscal year ended on such date, reported on by Coopers & ▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Administrative Agentconsolidated financial condition of Delmarva and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of Delmarva and its consolidated Subsidiaries as at September 30, 1997 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of Delmarva and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in good faith under accordance with GAAP applied consistently throughout the direction periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Delmarva nor any of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of its consolidated Subsidiaries had, at the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in the most recent balance sheet referred to above, any material respect Guarantee Obligation, contingent liability or omit 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. During the period from December 31, 1996 to state and including the date hereof there has been no sale, transfer or other disposition by Delmarva or any of its consolidated Subsidiaries of any material fact which would render them misleading 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 any material respect. The Guarantor relation to the consolidated financial condition of Delmarva and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇consolidated Subsidiaries at December 31, 1996.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2005 and December 31, 2004 and the related consolidated statements of income, of changes in stockholders’ equity operations and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by Ernst & Young LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the GuarantorBorrower and its consolidated Subsidiaries as at such dates, the Borrowers and the Guarantorconsolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the Borrowers’ Consolidated related unaudited consolidated statements of operations and of cash flows for the 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 (subject to normal year-end audit adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal period then ended. All such annual financial statements, including the related schedules and notes thereto (if any)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). Except as disclosed The quarterly financial statements have been prepared in writingaccordance 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, neither such quarterly statements do not include all of the Guarantorinformation 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 Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated 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 long material long-term lease or material unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Buckeye Partners and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2005 and the related consolidated statements of income, of changes in stockholders’ equity and cash flow of cash flows Buckeye Partners and its Subsidiaries for the fiscal year ended December 31on said date, 2007with the opinion thereon of Deloitte & Touche LLP, copies and the unaudited consolidated balance sheet of which have Buckeye Partners and its Subsidiaries as at June 30, 2006 and the related consolidated statements of income, equity and cash flow of Buckeye Partners and its Subsidiaries for the three-month period ended on said date, in each case as heretofore been furnished to the Administrative AgentLenders, are complete and correct and fairly present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Buckeye Partners and the Guarantor’s and the Borrowers’ its Consolidated Subsidiaries as at such date, said dates and the consolidated results of their operations and their consolidated cash flows for the periods ending on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the date of such financial statements and other information. All such interim financial statements, including to normal year-end adjustments and the lack of footnotes). The unaudited pro forma consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, 2006 and the related schedules pro forma consolidated statements of income, equity and cash flow of the Borrower and its Subsidiaries for the year ended December 31, 2005 and the three month period ended March 31, 2006, in each case as heretofore furnished to the Lenders, are complete and correct and fairly present in all material respects the consolidated financial condition, respectively, of the Borrower and its Consolidated Subsidiaries (on a pro forma basis reflecting the adjustments described in the notes thereto (if any)to such pro forma statements) as at said dates and the results of their operations for the periods ending on said dates, have been prepared all in accordance with GAAP GAAP, as applied consistently throughout on a consistent basis (subject, in the periods involved (except as disclosed thereincase of the interim financial statements, to normal year-end adjustments and the lack of footnotes). Except as disclosed in writing, neither the GuarantorNone of Buckeye Partners, the Borrowers nor Borrower or any of the Guarantor’s or the Borrowers’ Consolidated their respective Subsidiaries had, at has on the date of the most recent balance sheet referred to above, hereof any material Debt, contingent liability or liability liabilities, liabilities for taxes, or any long term lease or unusual forward or long long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other financial derivative, that is not reflected provided for in the foregoing statements Financial Statements or in the notes theretoSchedule 7.02. During the period from the date of the financial statements and other financial information delivered to the Administrative AgentSince December 31, to and including the date hereof2005, there has been no salechange or event having a Material Adverse Effect that is continuing. Since June 30, transfer 2006, neither the business nor the Properties (taken as a whole) of the Borrower, any Guarantor or any Restricted Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other disposition labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by the Guarantorany Governmental Authority, the Borrowers riot, activities of armed forces or any acts of the Guarantor’s God or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofpublic enemy which is continuing. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1998 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by KPMG Peat Marwick, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at March 31, 1999 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither . (b) Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term hedging commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing statements or in the notes thereto. . (c) During the period from the date of the financial statements and other financial information delivered to the Administrative AgentDecember 31, 1998 to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries on the date hereofat December 31, 1998. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of December at January 31, 2007 provided to the Administrative Agent 1998 and the related consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31on such date, 2007reported on by PricewaterhouseCoopers LP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at October 31, 1998 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial statements condition of the Borrower and other informationits consolidated Subsidiaries as at such date, and the consolidated results of their operations and their 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 (if any)thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, 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 long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 4.1, during the period from the date of the financial statements and other financial information delivered to the Administrative AgentOctober 31, 1998 to and including the date hereof, hereof there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Borrower or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of any material part of their its business or Property property and no purchase or other acquisition of any business or Property property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries on the date hereofat October 31, 1998. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers Borrower and its consolidated Subsidiaries and the Guarantor’s and the Borrowers’ Consolidated Subsidiariesinitial Weekly Budget, copies of which have heretofore been furnished to the Administrative AgentLenders, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor Borrower, and the Borrowersin accordance with GAAP. The Guarantor and the Borrowers have Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections and such Weekly Budget are materially incorrect or misleading in any material respect respect, or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet In the event that on the last day of a Ratio Period the aggregate of the GuarantorRevolving Facility Outstandings (other than Documentary Credits that are cash collateralised or undrawn) and any net indebtedness under each Ancillary Facility (together with the Revolving Facility Outstandings (other than Documentary Credits that are cash collateralised or undrawn) and any net indebtedness under each Ancillary Facility, in each case, as defined in the Senior Revolving Credit Facility Agreement) exceeds an amount equal to 40 per cent. of the aggregate of the Revolving Facility Commitments and each Ancillary Facility Commitment (together with the Revolving Facility Commitments and each Ancillary Facility Commitment, in each case, as defined in the Senior Revolving Credit Facility Agreement) (the “Financial Ratio Test Condition”), the Borrowers Company shall procure that the Consolidated Net Leverage Ratio of the Group on that day (the “Financial Ratio”) shall not exceed 4.75:1.00 as evidenced by each Compliance Certificate delivered pursuant to Section 4.04 of Schedule 14 (Covenants) unless otherwise agreed in writing by the Facility Agent (acting on the instructions of the Composite Revolving Facility Majority Lenders) and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows for the fiscal year ended December 31, 2007, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of the date of such financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereofCompany. (b) The operating forecast and cash flow projections If the financial covenant set out in paragraph (a) has been breached for a Ratio Period but is complied with on the last day of the Guarantornext Ratio Period (either because the Financial Ratio Test Condition is not met for that next Ratio Period or because the Financial Ratio does not exceed 4.75:1 for that next Ratio Period), then, the Borrowers and prior breach of such financial covenant or any Event of Default arising therefrom shall not (or shall be deemed to not) directly or indirectly constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Guarantor’s and Finance Documents or a Default or an Event of Default unless the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to Facility Agent has taken any action under Clause 26.3 (Maintenance Covenant Revolving Facility Acceleration) before the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer delivery of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe Compliance Certificate in respect of that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇next Ratio Period.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 2009 provided to the Administrative Agent and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows for the fiscal year ended December 31, 20072009, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of the date of such financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇in▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 1995 and the related consolidated statements statement of income, of changes in stockholders’ equity and of cash flows operations for the fiscal year ended December 31on such date, 2007audited by Coopers & ▇▇▇▇▇▇▇ LLP, copies a copy of which have has heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects accordance with GAAP the consolidated financial condition of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal year then ended. All such financial statements, including the related schedules and notes thereto (if any), statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Company nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheets of the Company as at June 30, 1996, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such dates. Such balance sheets, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the date of such balance sheets, any material Contingent 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 or other financial derivativetransaction, that which is not reflected in the foregoing statements such balance sheets or in the notes thereto. During the period from December 31, 1995 to the date Effective Date, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Company or any of its consolidated Subsidiaries except as permitted under the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of Existing Credit Agreement, nor has any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the GuarantorCapital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Borrower and the Guarantor’s Company or the Borrowers’ Consolidated Subsidiaries on the date hereofany of its consolidated Subsidiaries, respectively. (bc) The operating forecast and cash flow projections unaudited consolidated PRO FORMA balance sheet of the GuarantorCompany and its consolidated Subsidiaries as at June 30, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries1996, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of certified by a Responsible Officer of the Guarantor Company (the "PRO FORMA BALANCE SHEET"), a copy of which has heretofore been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries, adjusted to give effect (as if such events had occurred on such date) to (i) the IPO, (ii) the extension of the Loans and the Borrowersissuance of the Letters of Credit to be incurred or issued, as the case may be, on the Effective Date, (iii) the prepayment by Holdings of indebtedness in the principal amount of $10,000,000 (plus a $350,000 redemption premium), (iv) the contribution by Holdings to the Company of preferred stock, (v) the sale by the Company of one or more shares of the Company's Capital Stock to Holdings, (vi) the redemption by the Company, from the proceeds of the sale of its Capital Stock to Holdings, of approximately $33,300,000 of the Company's outstanding 12.75% Subordinated Notes, due March 1, 2005, for $37,500,000 (including the redemption premium), and (vii) the prepayment by the Company of a portion of the Revolving Credit Loans without reducing the Commitments. The Guarantor Pro Forma Balance Sheet, together with the notes thereto, was prepared based on good faith assumptions in accordance with GAAP and is based on the Borrowers have no reason best information available to believe that the Company and its consolidated Subsidiaries as of the date of delivery thereof such operating forecast thereof, and cash flow projections are materially incorrect or misleading reflects on a PRO FORMA basis the financial position of the Company and its consolidated Subsidiaries as of September 30, 1996, as adjusted, as described above, assuming that the events specified in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇preceding sentence had actually occurred at September 30, 1996.

Financial Condition. (a) The consolidated audited consolidated balance sheet sheets of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as of at January 1, 1994, December 31, 2007 provided to the Administrative Agent 1994 and December 30, 1995 and the related consolidated statements of income, of changes in stockholders’ equity operations and of cash flows for the fiscal year ended December 31on each such date, 2007audited by Price Waterhouse LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects accordance with GAAP the consolidated financial condition of the Guarantor, the Borrowers Company and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal year then ended. All such financial statements, including the related schedules and notes thereto (if any), statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Except as disclosed in writing, neither Neither the Guarantor, the Borrowers Company nor any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries had, at the date of the most recent each balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at September 28, 1996, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such dates. Such balance sheets, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the dates of such balance sheets, any material Contingent 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 or other financial derivativetransaction, that which is not reflected in the foregoing statements such balance sheets or in the notes thereto. During the period from December 31, 1995 to the date Closing Date, except as set forth in Schedule 5.1(b), no dividends or other distributions have been declared, paid or made upon the Capital Stock of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers Company or any of the Guarantor’s or the Borrowers’ Consolidated its consolidated Subsidiaries of nor has any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the GuarantorCapital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Borrower and the Guarantor’s Company or the Borrowers’ Consolidated Subsidiaries on the date hereofany of its consolidated Subsidiaries, respectively. (bc) The operating forecast unaudited consolidated pro forma balance sheets of (i) Holdings, (ii) AcquisitionCo and cash flow projections (iii) the Company and its consolidated Subsidiaries, in each case, as of the GuarantorSeptember 28, the Borrowers 1996, certified by a Responsible Officer of Holdings, AcquisitionCo and the Guarantor’s and Company, respectively (the Borrowers’ Consolidated Subsidiaries"Pro Forma Balance Sheets"), copies of which have heretofore been furnished to each Lender, are the Administrative Agentunaudited balance sheets of Holdings, have been AcquisitionCo and the Company and its consolidated Subsidiaries, respectively, adjusted in each case to give effect (as if such events had occurred on such date) to (i) the Merger and each of the transactions contemplated by the Merger Agreement, (ii) the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and (iv) the incurrence of the Bridge Subordinated Debt and all other Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Merger. The Pro Forma Balance Sheets, together with the notes thereto, were prepared in based on good faith under assumptions in accordance with GAAP and are based on the direction of a Responsible Officer of the Guarantor best information available to Holdings, AcquisitionCo and the Borrowers. The Guarantor and the Borrowers have no reason to believe that Company, respectively, as of the date of delivery thereof such operating forecast thereof, and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor reflect on a pro forma basis the financial position of Holdings, AcquisitionCo and the Borrowers shall not be required to provide information Company and its consolidated Subsidiaries, respectively, as of September 30, 1996, as adjusted, as described above, assuming that the events specified in its projections if the disclosure preceding sentence had actually occurred as of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇September 30, 1996.

Financial Condition. (ai) The audited consolidated Consolidated balance sheet of the Guarantor, the Borrowers TPH and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as of at December 31, 2007 provided to the Administrative Agent 2022 and the related consolidated audited Consolidated statements of income, of changes in stockholders’ equity income and of cash flows for the fiscal year ended December 31such Fiscal Year, 2007reported on by and accompanied by a report from BDO USA, LLP, copies of which have heretofore been furnished to the Administrative AgentInitial Lender, are complete and correct and present fairly in all material respects the consolidated Consolidated financial condition position of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as at such date, date and the Consolidated results of operations and cash flows of Borrower and its Subsidiaries for such Fiscal Year then ended. (ii) Borrower has furnished to the Initial Lender complete and correct copies of the interim consolidated balance sheet and the related statements of income of TPH and its Subsidiaries on a Consolidated Basis for the fiscal quarter ending [September 30, 2023]13. All such financial statements have been certified by a Responsible Officer of [TPH] and fairly present the financial position of TPH and its Subsidiaries as of the respective dates indicated and the Consolidated results of their operations and their consolidated cash flows for the respective periods indicated, in all material respects, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which shall be material. TPH and its Subsidiaries did not have, as of the date of such the latest financial statements and other information. All such financial statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, and will not have as of the Restatement Effective Date after giving effect to the incurrence of Advances hereunder, any material or significant contingent liability or liability for taxes, or any long long-term lease or unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, commitment that is not reflected in the foregoing financial statements or in the notes thereto. During the period from the date of the financial statements thereto and other financial information delivered that in any such case is material in relation to the Administrative Agentbusiness, to operations, properties, assets, financial or other condition or prospects of TPH and including the date hereofits Subsidiaries. (iii) Since December 31, 2022, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation Material Adverse Change. 13NTD: To be updated to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore align with what has been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that delivered as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit closing date. Although TPH is the reporting entity, Borrower will still need to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required deliver those financials to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇Agent.

Financial Condition. (a) The audited consolidated balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its consolidated Subsidiaries as at each of December 31, 2007 provided to the Administrative Agent 2019 and December 31, 2020 and the related consolidated statements of income, of changes in stockholders’ equity operations and of cash flows for the fiscal year years ended December 31on such dates, 2007reported on by Ernst & Young LLP, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the GuarantorBorrower and its consolidated Subsidiaries as at such dates, the Borrowers and the Guarantorconsolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the Borrowers’ Consolidated related unaudited consolidated statements of operations and of cash flows for the 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 (subject to normal year-end audit adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows as of for the date of such financial statements and other informationfiscal period then ended. All such annual financial statements, including the related schedules and notes thereto (if any)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). Except as disclosed The quarterly financial statements have been prepared in writingaccordance 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, neither such quarterly financial statements do not include all of the Guarantorinformation 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 Borrowers Borrower nor any of the Guarantor’s or the Borrowers’ Consolidated 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 long material long-term lease or material unusual forward or long long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, that which is not reflected in the foregoing financial statements or in the notes thereto. During the period from the date of the financial statements and other financial information delivered to the Administrative Agent, to and including the date hereof, there has been no sale, transfer or other disposition by the Guarantor, the Borrowers or any of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The Borrower has heretofore furnished to each Lender an audited consolidated and related consolidating balance sheet of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as of December 31, 2007 provided to 1997 and the Administrative Agent notes thereto and the related consolidated statements of income, of changes in stockholders’ ' equity and of cash flows for the fiscal year Fiscal Year then ended December 31as examined and certified by PricewaterhouseCoopers, 2007L.L.P., copies and unaudited consolidated and consolidating interim financial statements of which have heretofore been furnished to the Administrative AgentBorrower and its Subsidiaries consisting of a consolidated and consolidating balance sheets and related consolidated and consolidating statements of income, are complete stockholders' equity and correct cash flows, in each case without notes, for and as of the end of the nine (9) month period ending September 30, 1998. Except as set forth therein, such financial statements (including the notes thereto) present fairly in all material respects the consolidated financial condition of the Guarantor, the Borrowers Borrower and the Guarantor’s and the Borrowers’ Consolidated its Subsidiaries as at of the end of such date, Fiscal Year and the consolidated nine (9) month period and results of their operations and the changes in its stockholders' equity for the Fiscal Year and interim period then ended, all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year end audit adjustments; (b) The Borrower has heretofore furnished to each Lender an audited balance sheet of each of FJC and its Subsidiaries, as at their consolidated most recent fiscal year ends and the notes thereto and the related statements of income, stockholders' equity and cash flows for the Fiscal Year then ended as examined and certified by independent public accountants, and unaudited consolidated interim financial statements of FJC and its Subsidiaries consisting of consolidated balance sheets and related consolidated statements of income, stockholders' equity and cash flows, in each case without notes, for the most recently ended quarterly period for which financial statements are available. Except as set forth therein, such financial statements (including the notes thereto) present fairly the financial condition of each of FJC and its Subsidiaries as of the date end of such financial statements Fiscal Year and other information. All such financial statementsquarterly period and results of their operations and the changes in its stockholders' equity for the Fiscal Year and interim period then ended, including the related schedules and notes thereto (if any), have been prepared all in accordance conformity with GAAP applied consistently throughout on a Consistent Basis, subject however, in the periods involved case of unaudited interim statements to year end audit adjustments; (except as disclosed therein). Except as disclosed in writing, neither c) since the Guarantor, the Borrowers nor any later of the Guarantor’s or the Borrowers’ Consolidated Subsidiaries had, at (i) the date of the most recent balance sheet referred audited financial statements delivered pursuant to above, any material contingent liability Section 6.6(a) hereof 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 or other financial derivative, that is not reflected in the foregoing statements or in the notes thereto. During the period from (ii) the date of the audited financial statements and other financial information most recently delivered pursuant to the Administrative Agent, to and including the date Section 7.1(a) hereof, there has been no salematerial adverse change in the condition, transfer financial or other disposition by otherwise, of the Guarantor, the Borrowers Borrower or any of its Subsidiaries or in the Guarantor’s businesses, properties, performance, prospects or operations of the Borrowers’ Consolidated Subsidiaries Borrower or its Subsidiaries, nor have such businesses or properties been materially adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and (d) except as set forth in the financial statements referred to in Section 6.6(a) or permitted by Section 8.5, neither Borrower nor any Subsidiary has incurred, other than in the ordinary course of business, any material part of their business or Property and no purchase Indebtedness, Contingent Obligation or other acquisition of any business commitment or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s liability which remains outstanding or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.unsatisfied;