Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The unaudited balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter Fiscal Year ended June 28on such date, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements3-month period (or, including in the related schedules and notes theretoevent the June 30, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited 2006 unaudited consolidated balance sheets for are available, the fiscal years 6-month period) then ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related (subject to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of normal year-end audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then endedadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and except with respect to interim financials, normal year-end audit adjustments). No Group Member has, as As of the Closing Date after giving effect to Amended and Restated Effective Date, the Transactions Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (ai) The unaudited audited consolidated balance sheets sheet of the Borrower as at December 31, 2021, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28year then ended, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at of such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended and (ii) the unaudited consolidated balance sheet of the Borrower as at June 30, 2022 and the related consolidated statements of income and cash flows for the fiscal quarter then ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (bas then in effect) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related (other than with respect to the Company for the fiscal years ended December 31, 2013, December 31, 2012 absence of footnotes and December 31, 2011, in each case reported on by and accompanied by an unqualified report as subject to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and/or its Subsidiaries prior to the Transactions and excluding obligations under date hereof, neither the Loan Documents and the Term Loan Documents, Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to above in this paragraph.

Financial Condition. (ai) The unaudited audited consolidated balance sheets sheet of the Borrower as at December 31, 2024, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28year then ended, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at of such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended and (ii) the unaudited consolidated balance sheet of the Borrower as of March 31, 2025 and the related consolidated statements of income and cash flows for the fiscal quarter then ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (bas then in effect) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related (other than with respect to the Company for the fiscal years ended December 31, 2013, December 31, 2012 absence of footnotes and December 31, 2011, in each case reported on by and accompanied by an unqualified report as subject to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and/or its Subsidiaries prior to the Transactions and excluding obligations under date hereof, neither the Loan Documents and the Term Loan Documents, Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to above in this paragraph.

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Restricted Subsidiaries as at such applicable dateDecember 31, 2016, December 31, 2017 and December 31, 2018, and the related consolidated results statements of its operations income, stockholders’ equity and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers KPMG LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Borrower and its consolidated Restricted Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at March 31, 2019, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the applicable three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at each such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of except that the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent interim financial statements referred are subject to in this paragraphyear-end adjustments and are lacking footnote disclosures.

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable dateJanuary 2, 2016 and January 3, 2015, and the related consolidated results statements of its operations income and its consolidated of cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers KPMG LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes theretoschedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (b) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended October 1, 2016, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year end audit adjustments and the absence of footnotes). No All such financial statements, including the related schedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (c) As of the date of this Agreement, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which derivatives that are required in conformity with GAAP to be disclosed therein and which made outside the ordinary course of business that are not reflected in the most recent financial statements referred to in this paragraphclauses (a) and (b) above. During the period from January 2, 2016 to and including the Effective Date, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members, taken as a whole.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Parent Borrower as at December 31, 2018, and the related unaudited combined consolidated statements of income income, stockholders’ equity and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Parent Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such financial statements, including The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the last day of any subsequent fiscal quarter ended at least 45 days prior to the Amendment and Restatement Effective Date and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years three-month periods ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch dates, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Parent Borrower and its consolidated Subsidiaries as at such applicable datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years three-month periods then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No . (b) As of the Amendment and Restatement Effective Date, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which that are required to be reflected in conformity financial statements in accordance with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from December 31, 2018 to and including the Amendment and Restatement Effective Date there has been no Disposition by any Group Member of any material part of the business or property of the Group Members, taken as a whole (other than in the ordinary course of business).

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of Waste Corporation as at December 31, 2003 and the related unaudited combined statements of income and comprehensive income and consolidated statement of income, stockholders' equity and cash flows related to the Company flow for the fiscal quarter year ended June 28on said date, 2014 with the opinion thereon of KPMG heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of Waste Corporation and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year, all in accordance with GAAP, as applied on a consistent basis. The unaudited consolidated balance sheet of the Borrower as at March 31, 2004 and the related consolidated statement of income, stockholders' equity and cash flow for the portion of the fiscal year ended on such date are complete and correct and fairly in all material respects present the consolidated financial condition of the Company Borrower and its consolidated Consolidated Subsidiaries as at such applicable said date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP GAAP, as applied consistently throughout the periods involved. on a consistent basis (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related subject to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereinnormal year-end adjustments). No Group Member has, as of Neither the Borrower nor any Subsidiary has on the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, forward or long-term commitments other than those customary in Borrower's business or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since March 31, 2004, there has been no change or event that could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial Statements, neither the Properties of the Borrower or any long term leases or unusual forward or long term commitmentsSubsidiary have been affected as a result of any fire, including any interest rate or foreign currency swap or exchange transaction explosion, earthquake, flood, drought, windstorm, accident, strike or other obligation 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 where such event or matter could reasonably be expected to result in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragrapha Material Adverse Effect.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower at December 31, 2003 and December 31, 2004, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended on December 31, 2013 2003 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 312004, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope from, in respect of audit from PricewaterhouseCoopers the fiscal years ending on December 31, 2003 and December 31, 2004, Deloitte Touche, LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2005 and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Significant Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases (other than those arising in connection with the Facility Lease Agreement, dated as of May 25, 2004, between SE Ravenswood Trust and KeySpan Ravenswood LLC) or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph, except Guarantee Obligations of Indebtedness of the Borrower and/or any of its Significant Subsidiaries so long as the Indebtedness in respect of which such Guarantee Obligations arise is reflected in such financial statements.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower as of December 31, 2007, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter years ended June 28on such dates, 2014 reported on by and accompanied by an unqualified report from PricewaterhouseCoopers, LLP present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The audited statements of income of the Borrower for the fiscal years ended on December 31, 2005, December 31, 2006 and December 31, 2007 present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the results of its operations (on a consolidated basis) for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2008, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its 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, have been prepared in accordance with GAAP applied consistently throughout GAAP. Except with respect to any Obligations and the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No obligations to acquire Target, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2007 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Group Members as of December 31, 2022, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Group Members as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Group Members as at March 31, 2023, and the related unaudited consolidated statements of income and cash flows for the 3 month period ended on such date, present fairly in all material respects the consolidated financial condition of the Group Members as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3 month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and subject to, in the case of unaudited financial statements normal year-end adjustments and absence of footnotes). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any material Guarantee Obligations, contingent liabilities and liabilities for taxesliabilities, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2022 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets of ------------------- the Borrower and its Subsidiaries as at December 31, 1999, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited interim consolidated balance sheet of the Borrower and the related unaudited consolidated statements of income and cash flows for the three-month period ended March 31, 2000 present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 1999 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or property.

Financial Condition. (a) The unaudited balance sheets Company has delivered to the Administrative Agent and related unaudited combined the Lenders: (i) audited consolidated financial statements of income the Parent and comprehensive income and statement of cash flows related to the Company its Subsidiaries (including reconciliation information consistent with historical practices for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (bRestricted Subsidiaries) The audited balance sheets for the fiscal years ended December 31, 2013 2003, 2004 and December 312005, 2012 and together with the related combined consolidated statements of income or operations, equity and comprehensive income and cash flows for the fiscal years ended on such dates; (ii) unaudited consolidated financial statements of the Parent and its Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries) for each fiscal quarter of 2006 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, together with the related consolidated statements of income or operations, equity and cash flows related to the Company for each such fiscal quarter; (iii) audited consolidated financial statements of Enterprise and its subsidiaries for the fiscal years ended December 31, 20132003, December 312004 and 2005, 2012 together with the related consolidated statements of income or operations, equity and December 31cash flows for the fiscal years ended on such dates; (iv) unaudited consolidated financial statements of Enterprise and its subsidiaries for each fiscal quarter of 2006 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, 2011together with the related consolidated statements of income or operations, equity and cash flows for each such fiscal quarter; (v) unaudited consolidated and unaudited consolidating financial statements of CP Media and its subsidiaries for the fiscal years ended June 29, 2003, June 27, 2004 and July 3, 2005, together with the related consolidated and consolidating statements of income or operations, equity and cash flows for the fiscal years ended on such dates; (vi) unaudited consolidated and consolidating financial statements of CP Media and its subsidiaries for each fiscal quarter ended after July 3, 2005 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, together with the related consolidated and consolidating statements of income or operations, equity and cash flows for each such fiscal quarter; (vii) pro forma consolidated financial statements of the Parent and its Restricted Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries), after giving effect to the Acquisitions, for the most recent four quarter period for which financial statements are available; and (viii) a pro forma balance sheet of the Parent and its Restricted Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries), after giving effect to the Acquisitions, as of the Closing Date. Each of the financial statements described in the foregoing clauses (i) through (vi): (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the applicable entities as of the date thereof and results of operations for the period covered thereby (subject, in each the case reported of the unaudited financial statements, to (i) the absence of footnotes (except as required by applicable law) and (ii) normal year-end adjustments); and (C) show all material Indebtedness and other material liabilities, direct or contingent, of the applicable entities as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. The financial statements described in the foregoing clauses (vii) and (viii) have been prepared in good faith based on assumptions believed by the Company to be reasonable as of the date of delivery thereof (it being understood that such assumptions are based on good faith estimates of certain items and accompanied by an unqualified report as that the actual amount of such items on the Closing Date is subject to going concern or scope of audit from PricewaterhouseCoopers LLP, change) and present fairly in all material respects on a Pro Forma Basis the consolidated financial condition position of the Company applicable entities as of the date thereof, assuming the occurrence of the Acquisitions on the first day of such period. (b) The eight-year projections (including quarterly projections for fiscal year 2006 and annual projections for each fiscal year thereafter) of balance sheets, income statements and cash flows of Parent and its consolidated Restricted Subsidiaries as at such applicable date, and delivered to the consolidated results of its operations and its consolidated cash flows for Lenders on or prior to the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, Closing Date have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved good faith based upon good faith estimates and assumptions believed by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP Credit Parties to be disclosed therein and which reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not reflected in to be viewed as facts and that actual results during the most recent financial statements referred to in this paragraphperiod or periods covered by any such projections may differ from projected results.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at January 1, 2000, December 30, 2000 and December 29, 2001 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter years ended June 28on such dates, 2014 reported on by and accompanied by an unqualified report from Arthur Andersen LLP, present fairly in all material respects the consolidated financial condition of the Company ▇▇▇▇▇ti▇▇ ▇▇ ▇he Borrower and its consolidated Subsidiaries as at such applicable datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 28, 2002, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related subject to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as absence of footnotes with respect to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial unaudited quarterly statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No As of the date of this Agreement, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which other than those that (i) are not material to the Borrower and its Subsidiaries taken as a whole or (ii) are reflected in the most recent financial statements referred to in this paragraphparagraph or in the Borrower's most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC prior to the date of this Agreement (such filings, the "SEC Filings"). During the period from December 29, 2001 to and including the date of this Agreement there has been no Disposition by any Group Member of any part of its business or property material to the Borrower and its Subsidiaries taken as a whole except as set forth in the most recent financial statements referred to in this paragraph or in the Borrower's SEC Filings.

Financial Condition. (a) The unaudited balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved[Reserved]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 28, 2020, January 3, 2022 and January 2, 2023, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers KPMG LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Borrower and its consolidated Restricted Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at April 3, 2023, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) As of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which that are required in conformity with by GAAP to be disclosed therein reflected on a balance sheet or in the notes thereto and which that are not reflected in the most recent financial statements referred to in this paragraphclauses (b) and (c) above. Except as reflected in filings made by the Borrower with the SEC since January 2, 2023, during the period from January 2, 2023 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Parent and its Subsidiaries and Securitization Subsidiaries as at December 31, 2006 and December 31, 2005 and the related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at of such applicable datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent and its Subsidiaries and Securitization Subsidiaries as at September 30, 2007, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries and Securitization Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Parent and excluding obligations under the Loan Documents its Subsidiaries and the Term Loan Documents, Securitization Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2006 to and including the date hereof there has been no Disposition by the Parent of any material part of its business or Property.

Financial Condition. (a) The unaudited balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved[Reserved]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 28, 2020, January 3, 2022 and January 2, 2023, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers KPMG LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Borrower and its consolidated Restricted Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at April 3, 2023, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) [Reserved]. (d) As of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which that are required in conformity with by GAAP to be disclosed therein reflected on a balance sheet or in the notes thereto and which that are not reflected in the most recent financial statements referred to in this paragraphclauses (b) and (c) above. Except as reflected in filings made by the Borrower with the SEC since January 2, 2023, during the period from January 2, 2023 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved[Reserved]. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of January 31, 2017, January 31, 2018 and January 31, 2019 and the related consolidated statements of income and of cash flows for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch dates, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at January 31, 2020, and the related unaudited consolidated statements of income and cash flows for the twelve month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the trailing twelve month period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Except as disclosed on Schedule 4.1(b) to the Disclosure Letter, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2020 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets of Essent and its Subsidiaries as of December 31, 2015 and 2016 and the related unaudited combined consolidated statements of income and comprehensive income and statement of income, cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets stockholders’ equity for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Essent as at such applicable datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Essent and its Subsidiaries as of March 31, 2017 and the related consolidated statements of income, cash flows and stockholders’ equity for the three-month period then ended present fairly in all material respects the consolidated financial condition of Essent and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to (in the case of any such unaudited financial statements) the absence of footnotes and normal year-end audit adjustments and except as approved by the aforementioned firm of accountants and disclosed therein). No During the period from March 31, 2017 to and including the Closing Date there has been no Disposition by any Group Member hasof any material part of its business or property. (b) The audited consolidated balance sheets of Essent Re and its Subsidiaries as of December 31, 2015 and 2016, and the related consolidated statements of income, cash flows and stockholder’s equity for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of Essent Re as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Essent Re and its Subsidiaries as at March 31, 2017, and the related unaudited consolidated statements of income, cash flows and stockholder’s equity for the three-month period then ended present fairly in all material respects the consolidated financial condition of Essent Re and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to (in the case of any such unaudited financial statements) the absence of footnotes and normal year-end audit adjustments and except as disclosed therein). (c) Essent has heretofore furnished to the Lenders, with respect to each Regulated Insurance Company, copies of the annual Statutory Statements as of December 31, 2015 and 2016 for the fiscal years then ended, and copies of the quarterly Statutory Statement as of March 31, 2017, for the fiscal quarter then ended, in each case as filed with the Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of a Regulated Insurance Company shall not be required to be delivered for any year or quarter that such Regulated Insurance Company was not a Subsidiary of Essent. The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the relevant quarterly statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance in all material respects with the applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Regulated Insurance Companies covered thereby as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents respective dates thereof and the Term Loan Documentsresults of operations, any material Guarantee Obligations, contingent liabilities changes in capital and liabilities surplus and cash flow of the respective Regulated Insurance Companies covered thereby for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraphrespective periods then ended.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2000, and the related unaudited combined consolidated statements of income operations and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28December 31, 2014 2000, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, including 2001 and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined consolidated statements of income operations and comprehensive income and statements of cash flows related to the Company for the fiscal years three months ended December March 31, 20132001, December 31, 2012 and December 31, 2011, in copies of which have heretofore been furnished to each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPLender, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years three-month period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed thereintherein and, with respect to the March 31, 2001 financial statements, for the absence of footnotes and year-end adjustments). No Group Member hasExcept as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), as neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Closing Date after giving effect most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from March 31, 2001 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at March 31, 2001.

Financial Condition. (a) The unaudited audited consolidated balance sheets of each Loan Party and its respective Subsidiaries as at December 31, 2010, December 31, 2011 and December 31, 2012, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers KPMG LLP, present fairly in all material respects the consolidated financial condition of the Company each Loan Party and its consolidated respective Subsidiaries as at such applicable date, and the consolidated results of its their operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of each Loan Party and its respective Subsidiaries as at March 31, 2013, June 30, 2013 and September 30, 2013, the unaudited consolidated statements of income and cash flows for the Guarantor and its Subsidiaries for the nine-month period ended September 30, 2013 and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended September 30, 2013, present fairly the consolidated financial condition of each Loan Party and its respective Subsidiaries as at such date, and the 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, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect to Date, the Transactions Guarantor and excluding obligations under the Loan Documents and the Term Loan Documentsits Subsidiaries, any taken as a whole, have no material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph, referred in the notes thereto or described under the heading “Legal Proceedings” of the Guarantor’s Form 10-Q, filed November 12, 2013 (for the period ended September 30, 2013) or listed on Schedule 3.1 hereto.

Financial Condition. (a) The unaudited audited consolidated balance sheets of Cedar Fair LP and its Subsidiaries as at December 31, 2007, December 31, 2008 and December 31, 2009, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers Deloitte and Touche LLP, present fairly in all material respects the consolidated financial condition of the Company Cedar Fair LP and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Cedar Fair LP and its Subsidiaries as at the last day of Fiscal Q1 2010, and the related unaudited consolidated statements of income and cash flows for the three month period ended on such date, present fairly the consolidated financial condition of Cedar Fair LP and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three month period then ended (subject to normal year end audit adjustments). All such financial statementsstatements of Cedar Fair LP and its Subsidiaries, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which derivatives that are not reflected in the most recent financial statements referred to in this paragraph, other than the Specified Hedge Agreements with KeyBank National Association described in the definition of “Specified Hedge Agreement” and any other Specified Hedge Agreement entered into in accordance with the terms hereof. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by any Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) [INTENTIONALLY OMITTED]. (b) The unaudited audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, including 2006, and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to for such month and the Company for portion of the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope year through the end of audit from PricewaterhouseCoopers LLPsuch month, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for such month and the respective portion of the fiscal years then endedyear through the end of such month (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from April 1, 2006 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2012, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers KPMG LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2013, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of the Guarantor as at June 30, 2017, and the related unaudited combined consolidated statements of income and comprehensive income retained earnings and statement of cash flows related to the Company for the fiscal quarter ended June 28on such date, 2014 copies of which have heretofore been furnished to each Lender, present fairly in all material respects accordance with GAAP (to the extent applicable) the consolidated financial condition of the Company Guarantor and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters quarter then ended. . (b) The audited consolidated balance sheet of the Guarantor as at December 31, 2016, and the related consolidated statement of income and retained earnings and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from KPMG LLP, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP (to the extent applicable) the consolidated financial condition of the Guarantor and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. (c) All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011subject, in each the case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such quarterly financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents normal year-end audit adjustments and the Term absence of footnotes. The Loan Documents, Parties do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2016 to and including the date hereof there has been no Disposition by the Guarantor and its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at January 1, 2005 and December 31, 2005, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter years ended June 28on such dates, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters years then ended. All such financial statementsThe unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at September 30, including 2006, and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years nine-month period ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch date, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated combined results of its operations and its consolidated combined cash flows for the respective fiscal years nine-month period then endedended (subject to absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto and normal year end adjustments, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and, in the case of such unaudited financial statements, subject to the absence of footnotes). No Group Member hasExcept as set forth on Schedule 4.1, as of the Closing Date after giving effect to Date, the Transactions Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries (i) do not have any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required not reflected in conformity the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Borrower as of the Closing Date or (ii) are not party to be disclosed therein and any arrangement to pay principal or interest with respect to any Indebtedness of any Person which are is not reflected in the most recent financial statements referred to in this paragraph, (x) which was incurred by the Borrower or any of its Subsidiaries or guaranteed by the Borrower or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Borrower or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by the Borrower or any of its consolidated Subsidiaries or with any Indebtedness or Capital Stock issued by the Borrower or any such Subsidiary.

Financial Condition. (a) The unaudited restated audited consolidated and consolidating balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Valvino and its consolidated Subsidiaries as at such applicable dateDecember 31, 2000 and December 31, 2001 and the related consolidated results and consolidating statements of its operations income and its consolidated of cash flows for the respective fiscal quarters then ended. All Fiscal Years ended on such financial statementsdates, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers Deloitte & Touche LLP, present fairly in all material respects the consolidated and consolidating financial condition of the Company Valvino and its consolidated Subsidiaries as at such applicable date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for the respective fiscal years Fiscal Years then ended. The unaudited consolidated and consolidating balance sheets of Valvino and its consolidated Subsidiaries as at June 30, 2002, and the related unaudited consolidated and consolidating statements of income and cash flows for the 6-month period ended on such date, present fairly in all material respects the consolidated and consolidating financial condition of Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for the 6-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of Valvino and its Subsidiaries (other than the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, Excluded Entities) do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraphparagraph or that have not otherwise been disclosed to the Collateral Agent in writing. During the period from January 1, 2002 to and including the Document Closing Date there has been no Disposition by Valvino or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of Parent and its consolidated Subsidiaries dated as of December 31, 2012 and the related unaudited combined consolidated statements of income operations and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, fairly present fairly in all material respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries as at such applicable date, and the their consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involvedperiod involved (except as approved by the aforementioned firm of accountants and disclosed therein). (b) The audited unaudited consolidated balance sheets for the fiscal years ended December 31, 2013 sheet of Parent and December 31, 2012 and related combined statements its consolidated Subsidiaries dated as of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December March 31, 2013, December 31, 2012 and December 31, 2011, in each case reported the related consolidated statements of operations and cash flows for the fiscal quarter ended on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, that date fairly present fairly in all material respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries as at such applicable date, of the date thereof and the their consolidated results of its operations and its consolidated cash flows for the respective fiscal years then endedperiod covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. All such Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved as set forth therein. (except as approved by the aforementioned firm of accountants c) Such financial statements described in (a) and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any (b) above reflect all material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity accordance with GAAP to be disclosed therein and which are not reflected in consistently applied throughout the most recent financial statements referred to in this paragraphperiod covered thereby.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Parent Borrower and its Subsidiaries as at December 31, 2019 and 2020 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 2019 and December 312020, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition position of the Company Parent Borrower and its consolidated Subsidiaries as at such applicable datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at March 31, 2021 and the related consolidated statements of income and of cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial position of the Parent Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants (in the case of audited financial statements) or an officer of the Parent Borrower (in the case of unaudited financial statements) and disclosed therein; provided that the unaudited financial statements need not contain footnotes). No Group Member has, as . (b) As of the Closing Date after giving effect date of the most recent financial statements referred to in Section 4.1(a), the Transactions Parent Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are that were not reflected in such financial statements, except as set forth on Part I of Schedule 4.1. During the most recent financial statements referred period from December 31, 2020 to in this paragraphand including the date hereof, there has been no Disposition by the Parent Borrower of any material part of its business or Property, except as set forth on Part II of Schedule 4.1.

Financial Condition. (a) [Intentionally Omitted]. (b) The unaudited audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, including 2006, and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to for such month and the Company for portion of the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope year through the end of audit from PricewaterhouseCoopers LLPsuch month, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for such month and the respective portion of the fiscal years then endedyear through the end of such month (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from April 1, 2006 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of the Borrower as at December 31, 2002, and the related unaudited combined consolidated statements of income operations, stockholder's equity and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by and accompanied by an unqualified report from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe unaudited consolidated balance sheet of the Borrower as at March 31, including 2003, and the related schedules unaudited consolidated and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined consolidating statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years three-month period ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch date, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated and consolidating cash flows for the respective fiscal years three-month period then endedended (subject to normal year-end audit adjustments and the absence of footnotes). All such Such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from March 31, 2003 to and including the date hereof there has been no Disposition by the Borrower or any Subsidiary of any material part of its business or property.

Financial Condition. (a) The unaudited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition sheet of the Company Borrower and its consolidated Subsidiaries as at such applicable dateDecember 31, 1996, the related consolidated statements of operations, of changes in retained earnings and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All year ended on such financial statementsdate, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as Deloitte & Touche copies of which have heretofore been furnished to going concern or scope of audit from PricewaterhouseCoopers LLPeach Lender, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1997 and the related unaudited consolidated statements of operations, of changes in retained earnings and of cash flows for the 9-month period ended on such date, certified by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the 9-month period then ended (except that such financial statements may not include footnote disclosures and are subject to normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed thereintherein and except that interim financial statements may not include footnote disclosures, are subject to year-end adjustment, and are presented in accordance with management's internal format consistent with financial statements previously provided to the Agent). No Group Member hasNeither the Borrower nor any of its consolidated Subsidiaries had, as at the date of the Closing Date after giving effect most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee Obligations, contingent liabilities and liabilities liability or liability for taxes, or any long term leases or material unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, which are is required in conformity with under GAAP to be disclosed therein included in the foregoing statements or in the notes thereto and which are is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth in Schedule 5.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, 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 statements referred condition of the Borrower and its Subsidiaries, taken as a whole, at the Closing Date. (b) The pro forma balance sheet of the Borrower and its consolidated Subsidiaries (the "Pro Forma Balance Sheet"), certified by the chief financial officer of the Borrower, copies of which have been heretofore furnished to each Lender, is the balance sheet of the Borrower and its consolidated Subsidiaries as at the end of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (i) the making of the Loans, (ii) the consummation of the Refinancing, including payment of all premiums, if any, in this paragraphrespect thereto and the repayment of all outstanding borrowings and termination of all outstanding letters of credit under the Existing Credit Agreement and (iii) the payment of estimated fees, expenses and financing costs related to the transactions and the Refinancing contemplated hereby and thereby. The Pro Forma Balance Sheet, together with the notes thereto, were prepared based on good faith assumptions, and present fairly in all material respects on a pro forma basis the consolidated financial position of the Borrower and its consolidated Subsidiaries as at the Pro Forma Date, adjusted as described above.

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 20112013, in each case and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by by, and accompanied by an unqualified report as to going concern or scope of audit from from, PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at September 30, 2014, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of Schedule 4.1 sets forth on the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any all material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein of the Borrower and which its Subsidiaries that exist on the Closing Date and are not reflected in the most recent financial statements or the notes thereto referred to in this paragraph. During the period from December 31, 2013 to and including the Closing Date there has been no Disposition by the Borrower of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 1997 and December 31, 1998, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter years ended June 28on such dates, 2014 reported on by and accompanied by an unqualified report from Pricewaterhouse Coopers LLP present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statementsThe unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, including 1999, and the related schedules unaudited consolidated statements of income and notes theretoof cash flows for the six-month period ended on such date, have been prepared present fairly in accordance with GAAP applied consistently throughout all material respects the periods involved consolidated (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as b) As of the Closing Date after giving effect to date hereof, the Transactions Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesderivatives that could, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent aggregate, reasonably be expected to have a Material Adverse Effect. During the period from December 31, 1998, to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. (c) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial statements referred to position of the Borrower and its consolidated Subsidiaries as at June 30, 1999, assuming that the events specified in this paragraphthe preceding sentence had actually occurred at such date.

Financial Condition. The audited combined balance sheet of Viacom and its Consolidated Subsidiaries as at December 31, 2009, and the related audited combined statements of earnings, stockholders’ equity and comprehensive income (aloss) and cash flows of Viacom and its Consolidated Subsidiaries for the fiscal year ended on such date, with the opinion thereon of PricewaterhouseCoopers LLP, heretofore furnished to each of the Lenders (or made available to the Lenders through access to a web site, including, without limitation, ▇▇▇.▇▇▇.▇▇▇), fairly present the consolidated financial condition of Viacom and its Consolidated Subsidiaries as at such date and the consolidated results of their operations for the fiscal year ended on such date in accordance with GAAP. The unaudited combined balance sheets sheet of Viacom and its Consolidated Subsidiaries as at June 30, 2010, and the related unaudited combined statements of income earnings and comprehensive income and statement of cash flows related of Viacom and its Consolidated Subsidiaries for the six-month period then ended, heretofore furnished to each of the Lenders (or made available to the Company for the fiscal quarter ended June 28Lenders through access to a web site, 2014 including, without limitation, ▇▇▇.▇▇▇.▇▇▇), fairly present fairly in all material respects (subject to normal year-end audit adjustments) the consolidated financial condition of the Company Viacom and its consolidated Consolidated Subsidiaries as at such applicable date, date and the consolidated results of its their operations and its consolidated cash flows for the respective fiscal quarters then ended. All six-month period ended on such financial statements, including the related schedules and notes thereto, have been prepared date in accordance with GAAP applied consistently throughout GAAP. Neither Viacom nor any of its Material Subsidiaries had on June 30, 2010 any known material contingent liability, except as referred to or reflected or provided for in the periods involved. (b) The audited Exchange Act Report or in such balance sheets for (or the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries notes thereto) as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) [Reserved]. (b) The unaudited audited consolidated balance sheets of the Parent Borrower as at January 3, 2015, and the related unaudited combined consolidated statements of income income, stockholders’ equity and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by and accompanied by an unqualified report from Ernst & Young, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Parent Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such financial statements, including The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the last day of each fiscal quarter ended at least 40 days prior to the Second Restatement Effective Date and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years three-month periods ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch dates, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Parent Borrower and its consolidated Subsidiaries as at such applicable datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years three-month periods then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No . (c) As of the Second Restatement Effective Date, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, (other than any Purchased Subsidiary) has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which that are required to be reflected in conformity financial statements in accordance with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from January 3, 2015 to and including the Second Restatement Effective Date there has been no Disposition by any Group Member of any material part of its business or property (other than as permitted by Section 7.5(b) or otherwise in the ordinary course of business).

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable dateAugust 28, 2010, August 27, 2011 and September 1, 2012, and the related consolidated results statements of its operations income and its consolidated of cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates (collectively, 2013 and December 31the “Historical Financials”), 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 2, 2013, and the related unaudited consolidated statements of income and cash flows for the 6-month period ended on such date (collectively, the “Interim Financials”), present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 6-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein)) and the omission in unaudited consolidated financial statements of the information and footnotes not required under GAAP to be included in interim unaudited financial information. No Group Member has, as As of the Closing Date after giving effect to Date, except as set forth on Schedule 4.1 and except for the Transactions “Assumed Liabilities” and excluding obligations “Remaining Canadian Obligations” under (and as defined in) the Loan Documents and the Term Loan DocumentsAcquisition Agreement, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 1, 2012 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at September 30, 1996 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 present fairly reported on by Coopers & ▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at June 30, including 1997 and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years nine-month period ended December 31on such date, 2013certified by the chief financial officer of the Company, December 31copies of which have heretofore been furnished to each Lender, 2012 are complete and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years nine-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or chief financial officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member hasExcept as set forth on Schedule 6.1, as neither the Company nor any of its consolidated Subsidiaries had, at the date of the Closing Date after giving effect most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto. Except for the Holland & ▇▇▇▇▇▇▇ Acquisition, during the period from September 30, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred condition of the Company and its consolidated Subsidiaries at September 30, 1996, other than the sale of inventory in the ordinary course of business. (b) The unaudited PRO FORMA balance sheets of the Company and its consolidated Subsidiaries as at June 30, 1997, certified by a Responsible Officer of the Company (collectively, the "PRO FORMA BALANCE Sheet"), copies of which have been furnished to each Lender, are the unaudited consolidated and consolidating balance sheets of the Company and its consolidated Subsidiaries, adjusted to give effect (as if such events had occurred on such date) to the Holland and ▇▇▇▇▇▇▇ Acquisition, the incurrence of the Loans and the Subordinated Debt and the use of the proceeds thereof. The Pro Forma Balance Sheet, together with the notes thereto, was prepared in this paragraphaccordance with GAAP and reflects on a pro forma basis the financial position of the Company and its consolidated Subsidiaries as of June 30, 1997, as adjusted as described above, assuming that the events specified in the preceding sentence had actually occurred at such date.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower as at December 31, 2008, December 31, 2009 and December 31, 2010, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter years ended June 28on such dates, 2014 reported on and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, dates and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at June 30, 2011 and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date present fairly the consolidated financial condition of the Borrower as at such date, the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to normal year-end audit adjustments and except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and of material liabilities for taxes, taxes or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property that has not been disclosed by Borrower to the Administrative Agent.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower at December 31, 2001 and December 31, 2002, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years year ended on December 31, 2013 2001 and the fiscal year ended on December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 312002, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope from, in respect of audit from PricewaterhouseCoopers the fiscal year ending on December 31, 2001, Arthur Andersen LLP and, in respect of the fiscal year ending on De▇▇▇▇▇▇ 3▇, ▇▇▇▇, Deloitte Touche, LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2003 and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph, except Guarantee Obligations of Indebtedness of the Borrower and/or any of its Subsidiaries so long as the Indebtedness in respect of which such Guarantee Obligations arise is reflected in such financial statements. During the period from April 1, 2003 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or property, except [the disposition of an approximately 39% interest in KeySpan Energy Canada Partnership].

Financial Condition. (ai) The unaudited audited consolidated balance sheets sheet of the Borrower as at December 31, 2013, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28year then ended, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries NEWYORK 9337361 Borrower as at of such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended and (ii) the unaudited consolidated balance sheet of the Borrower as at June 30, 2014 and the related consolidated statements of income and cash flows for the fiscal quarter then ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (bas then in effect) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related (other han with respect to the Company for the fiscal years ended December 31, 2013, December 31, 2012 absence of footnotes and December 31, 2011, in each case reported on by and accompanied by an unqualified report as subject to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and its Subsidiaries prior to the Transactions and excluding obligations under date hereof, neither the Loan Documents and the Term Loan Documents, Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to above in this paragraph.

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Sanmina-SCI and its consolidated Subsidiaries as at such applicable dateOctober 2, 2004, and the consolidated results related statements of its operations income and its consolidated of cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets of Sanmina-SCI for the fiscal years ended on such dates, contained in its Annual Report on Form 10-K filed with the SEC on December 3129, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP2004, present fairly in all material respects the consolidated financial condition of the Company Sanmina-SCI and its consolidated Subsidiaries as at such applicable date, and the Sanmina-SCI’s consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Sanmina-SCI and its consolidated Subsidiaries as at July 2, 2005, and the related statements of income and cash flows of Sanmina-SCI for the fiscal quarter ended on such date, contained in its Quarterly Report on Form 10-Q filed with the SEC on August 10, 2005, present fairly in all material respects the consolidated financial condition of Sanmina-SCI and its consolidated Subsidiaries as at such date, and Sanmina-SCI’s consolidated results of operations and cash flows for the respective fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of Sanmina-SCI’s accountants and disclosed thereintherein and subject to normal year-end adjustments in the case of unaudited financial statements). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent audited financial statements referred to in this paragraph. During the period from July 2, 2005 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property that could reasonably be expected to result in a Material Adverse Effect.

Financial Condition. (a) The unaudited audited consolidated balance sheets of Premisys as at June 25, 1999 and June 26, 1998, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Premisys as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Premisys as at September 24, 1999, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of Premisys as at such date, and the consolidated results of its operations and its consolidated cash flows for the three- month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from June 25, 1999 to and including the Closing Date, there has been no sale, transfer or other disposition by Premisys of any material part of its business or property, other than the sales, transfers and other dispositions constituting the Transaction. (b) The unaudited pro forma consolidated balance sheet of Premisys as at each of June 25, 1999 and September 24, 1999, and the related unaudited consolidated statements of income and cash flows for the fiscal year or fiscal quarter (as the case may be) ended on each such date, present fairly the consolidated financial condition of Premisys as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal period then ended (subject to normal year-end audit adjustments, in the case of the financial statements as at September 24, 1999). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved and have been adjusted to reflect, on a pro forma basis, the financial performance and position only of the businesses which will comprise LegacyCo on the Reorganization Date. (c) The unaudited pro forma consolidated balance sheet (including the notes thereto) as at September 24, 1999 of: (i) AcquisitionCo and its consolidated Subsidiaries, 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 the consummation of the Tender Offer, the Merger and the Loans to be made hereunder on the Closing Date; and (ii) LegacyCo and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transaction and the Loans to be made hereunder. Each such pro forma consolidated balance sheet has been prepared based on the best information reasonably 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 September 24, 1999, assuming that the events specified in the preceding sentence had actually occurred at such date. (d) The unaudited pro forma consolidated summary cash flow statement for the period of four consecutive fiscal quarters ended September 24, 1999 of LegacyCo and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transaction and the Loans to be made hereunder. Such unaudited pro forma consolidated summary balance sheet has been prepared based on the best information reasonably available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated cash flow results of LegacyCo and its consolidated Subsidiaries for the period ended September 24, 1999, assuming that the events specified in the preceding sentence had actually occurred at the first day of such period. Such unaudited pro forma consolidated summary cash flow statement demonstrates that LegacyCo would have had positive cash flow (after, among other things, the payment of debt service) if the Transaction had occurred on the first day of the period of four consecutive fiscal quarters ended September 24, 1999.

Financial Condition. (a) The unaudited audited Consolidated balance sheets sheet of DreamWorks Animation as at December 31, 2001, December 31, 2002 and December 31, 2003, and the related unaudited combined Consolidated statements of income and comprehensive income retained earnings and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers Ernst & Young LLP, present fairly in all material respects the consolidated Consolidated financial condition of the Company and its consolidated Subsidiaries DreamWorks Animation as at such applicable date, and the consolidated Consolidated results of its operations and its consolidated Consolidated retained earnings and cash flows for the respective fiscal years then ended. The unaudited Consolidated balance sheets of DreamWorks Animation as at March 31, 2004 and June 30, 2004, and the related unaudited Consolidated statements of income and retained earnings and of cash flows for the portion of the fiscal year ended on such date, present fairly the Consolidated financial condition of DreamWorks Animation as at such date, and the Consolidated results of its operations and its Consolidated retained earnings and cash flows for the portion of the fiscal year then ended (subject to normal year-end audit adjustments). All such audited and unaudited financial statements, including statements (with the related notes and schedules and notes thereto, the "FINANCIAL STATEMENTS"), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member hasExcept as set forth on Schedule 3.03 annexed hereto, as of the Closing Date after giving effect to the Transactions DreamWorks Animation and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and or liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent audited financial statements as at December 31, 2003 referred to in this paragraph. Except as set forth on Schedule 3.03 annexed hereto, during the period from December 31, 2003 to and including the date hereof, there has been no sale, transfer or other disposition by DreamWorks Animation or any of its Subsidiaries of any material part of its business or property other than in the ordinary course of business and other than with respect to the transactions described in the Transaction Agreement.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of the Borrower at December 31, 2003, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years year ended on December 31, 2013 and December 312003, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope from, in respect of audit from PricewaterhouseCoopers the fiscal year ending on December 31, 2003, Deloitte Touche, LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2004 and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases (other than the Facility Lease Agreement, dated as of March 25, 2004, between SE Ravenswood Trust and KeySpan Ravenswood LLC) or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph, except Guarantee Obligations of Indebtedness of the Borrower and/or any of its Subsidiaries so long as the Indebtedness in respect of which such Guarantee Obligations arise is reflected in such financial statements. During the period from April 1, 2004 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or property, except the disposition of an approximately 39% interest in KeySpan Energy Canada Partnership and the disposition of an approximately 32% interest in The Houston Exploration Company.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of the Parent and its consolidated Subsidiaries as at December 29, 2007 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by KPMG LLP copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein). No Group Member hasThe unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as 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 accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Closing Date after giving effect to the Transactions Parent and excluding obligations under the Loan Documents its consolidated Subsidiaries as at such date, and the Term Loan Documentsconsolidated 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 its consolidated Subsidiaries had, at March 29, 2008, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto. During the period from March 29, 2008 to and including the Closing Date, there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Parent and its consolidated Subsidiaries at March 29, 2008.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower, the Company and its Subsidiaries as at December 28, 2008, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower, the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe unaudited consolidated balance sheet of the Borrower, including the Company and its Subsidiaries as at January 3, 2010, and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years twelve-month period ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch date, present fairly in all material respects the consolidated financial condition of the Borrower, the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years twelve-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as member of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, Restricted Group has any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long long-term leases (other than pursuant to the Lease/Purchase Documents) or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 28, 2008 to and including the date hereof there has been no Disposition by any member of the Restricted Group of any material part of its business or property. No subordinated Indebtedness of any member of the Restricted Group is outstanding as of the date hereof.

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Restricted Subsidiaries as at such applicable dateDecember 31, 2016, December 31, 2017 and December 31, 2018, and the related consolidated results statements of its operations income, stockholders’ equity and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers KPMG LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Borrower and its consolidated Restricted Subsidiaries as at each such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at March 31, 2019, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of except that the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent interim financial statements referred are subject to in this paragraphyear-end adjustments and are lacking footnote disclosures.

Financial Condition. (a) [Reserved]. (b) The unaudited audited consolidated balance sheets of the Borrower as at December 29, 2012, and the related unaudited combined consolidated statements of income income, stockholders’ equity and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by and accompanied by an unqualified report from Ernst & Young, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such financial statements, including The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the last day of each fiscal quarter ended at least 40 days prior to the Restatement Effective Date and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years three-month periods ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch dates, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years three-month periods then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No . (c) As of the Restatement Effective Date, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, (other than any Purchased Subsidiary) has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which that are required to be reflected in conformity financial statements in accordance with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from December 29, 2012 to and including the Restatement Effective Date there has been no Disposition by any Group Member of any material part of its business or property (other than as permitted by Section 7.5(b) or otherwise in the ordinary course of business).

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable dateDecember 31, 1997, December 31, 1998 and December 31, 1999, and the related consolidated results statements of its operations income and its consolidated of cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2000, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect to date hereof, the Transactions Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 1999 to and including the date hereof there has been no Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1999, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, including 2000, and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years six-month period ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch date, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years six -month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 1999 to and including the date hereof there has been no Disposition by the Borrower and its consolidated Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited audited consolidated balance sheets of GPI as of May 31, 2003 and May 31, 2004 and the related unaudited combined consolidated statements of income income, changes in shareholders' equity, and comprehensive income and statement of cash flows related to for each of the Company for three years in the fiscal quarter period ended June 28May 31, 2014 2004 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries respective entities covered as at such applicable date, and the consolidated results of their operations and consolidated cash flows for the respective fiscal years then ended. The consolidated balance sheet of GPI as of August 31, 2004 and the related consolidated statements of income and cash flows for the Fiscal Quarter ending August 31, 2004, present fairly the consolidated financial condition of the respective entities covered as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year‑end audit adjustments). The consolidated balance sheet of the Borrower as of May 31, 2004 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended May 31, 2004 present fairly the consolidated financial condition of the respective entities covered as at such date and the consolidated results of their operations and consolidated cash flows for the fiscal quarters then endedyear ended May 31, 2004. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets subject to normal year-end adjustments and except for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements absence of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP footnotes) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, Party has any material Guarantee Obligationsobligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraphSection 3.1. During the period from May 31, 2004 to and including the date hereof there has been no Disposition by any Loan Party of any material part of its business or property.

Financial Condition. (a) The unaudited consolidated balance sheets of HCC and its consolidated Subsidiaries as at December 31, 1996 and December 31, 1995 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by Price Waterhouse copies of which have heretofore been furnished to each Lender, present fairly fairly, in all material respects respects, the consolidated financial condition of the Company HCC and its consolidated Subsidiaries as at such applicable datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheets of HCC and its consolidated Subsidiaries as at March 31, 1997 and June 30, 1997, the related unaudited consolidated statements of income and of cash flows for the three and six month periods ended on such dates, certified by a Responsible Officer of HCC, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the consolidated financial condition of HCC, and its consolidated Subsidiaries as at such dates, and 36 31 the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters three and six month periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involvedended (subject to normal year-end audit adjustments). (ba) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member hasOther than the Guarantee Obligations permitted under Section 8.4 below, as neither HCC nor any of its consolidated Subsidiaries had, at the date of the Closing Date after giving effect most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee ObligationsObligation, reasonably foreseeable contingent liabilities and liabilities liability or liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto. Except as disclosed on Schedule III to this Agreement, during the period from June 30, 1997 to and including the date hereof there has been no sale, transfer or other disposition by HCC or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of HCC and its consolidated Subsidiaries at June 30, 1997.

Financial Condition. (a) The unaudited pro forma consolidated balance sheets and related unaudited combined statements sheet of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Holdings and its consolidated Subsidiaries as at June 27, 2002 (the "Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such applicable events had occurred on such date, ) to (i) the Loans outstanding after giving effect to any Loans to be made on the Restatement Effective Date and the consolidated results use of its operations proceeds thereof and its consolidated cash flows for (ii) the respective fiscal quarters then ended. All such financial statements, including payment of fees and expenses in connection with the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involvedforegoing. (b) The audited consolidated balance sheets for of Regal and its consolidated Subsidiaries as at fiscal yearend 2001, 2000 and 1999, and the fiscal years ended December 31, 2013 and December 31, 2012 and related combined consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the such fiscal years ended December 31years, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as from Deloitte & Touche LLP (except for, with respect to going concern or scope of audit from PricewaterhouseCoopers LLPthe report for fiscal year 2000, the qualifications set forth therein), present fairly in all material respects the consolidated financial condition of the Company Regal and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. 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 period ended on such date, present fairly the consolidated financial condition of Regal and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions Holdings and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 27, 2001, to and including the date hereof there has been no Disposition by Holdings and its Subsidiaries of any part of its business or Property material to its ongoing business.

Financial Condition. (a) The unaudited balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved[Reserved]. (b) The audited consolidated balance sheets of Parent and its Subsidiaries as of March 31, 2015, March 31, 2016 and March 31, 2017, and the related consolidated statements of income and of cash flows for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch dates, present fairly in all material respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of Parent and its Subsidiaries as of March 31, 2017 and the related unaudited consolidated statements of income and cash flows for such period, present fairly in all material respects the consolidated financial condition of Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal months, fiscal quarters or fiscal year, as applicable, then ended (subject to normal year-end audit adjustments and the addition of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP or IFRS, as applicable, applied consistently throughout the periods involved (except as approved by the aforementioned auditing accounting firm of accountants and disclosed thereintherein and with the exception that the unaudited financial statements may not contain all footnotes required by GAAP or IFRS, as applicable). No Group Member Members has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any material Guarantee Obligations, contingent liabilities and liabilities for past due taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from March 31, 2017 to and including the date hereof, except as set forth on Schedule 4.1 to the Disclosure Letter attached hereto as Schedule 2 (the “Disclosure Letter”), there has been no Disposition by any Group Member of any material line of business or division of any Group Member.

Financial Condition. (a) The unaudited pro forma consolidated balance sheets and related unaudited combined statements sheet of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Regal and its consolidated Subsidiaries as at September 27, 2001 (the "Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such applicable events had occurred on such date) to (i) the consummation of the Amended Plan, (ii) the Loans to be made and the consolidated results Senior Subordinated Notes to be issued on the Closing Date and the use of its operations proceeds thereof and its consolidated cash flows for (iii) the respective fiscal quarters then ended. All such financial statements, including payment of fees and expenses in connection with the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involvedforegoing. (b) The audited consolidated balance sheets for of Regal and its consolidated Subsidiaries as at fiscal yearend 2000, 1999 and 1998, and the fiscal years ended December 31, 2013 and December 31, 2012 and related combined consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the such fiscal years ended December 31years, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as from Deloitte & Touche LLP (except for, with respect to going concern or scope of audit from PricewaterhouseCoopers LLPthe report for fiscal year 2000, the qualifications set forth therein), present fairly in all material respects the consolidated financial condition of the Company Regal and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Regal and its Subsidiaries as at September 27, 2001 and the related unaudited consolidated statements of income and cash flows for the period ended on such date, present fairly the consolidated financial condition of Regal and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions Regal and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 28, 2000, to and including the date hereof there has been no Disposition by Regal and its Subsidiaries of any part of its business or Property material to its ongoing business.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of the Parent Borrower and its consolidated Subsidiaries as at December 31, 1997, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on and accompanied by an unqualified report from Coopers & Lybr▇▇▇ ▇▇▇, present fairly in all material respects the consolidated financial condition of the Company Parent Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its their consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at June 30, 1998, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of the Parent Borrower and its 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, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Parent Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its consolidated Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraphSection. During the period from December 31, 1997 to and including the date hereof there has been no 54 49 Disposition by the Parent Borrower or any of its consolidated Subsidiaries of any material part of its business or property. The unaudited pro forma consolidated balance sheet and statement of EBITDA of the Parent Borrower and its consolidated Subsidiaries as at, or for the fiscal year ended, December 31, 1997 (including the notes thereto) (the "Libby's Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect to (i) the consummation of the Libby's Acquisition and all other acquisitions completed by the Parent Borrower and its Subsidiaries subsequent to December 31, 1997, (ii) the Loans to be made on the Amendment/Restatement Closing Date and the use of the proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Libby's Pro Forma Financial Statements present fairly on a pro forma basis the financial position of the Parent Borrower and its consolidated Subsidiaries as at December 31, 1997 and is based upon good faith estimates and assumptions believed by management of the Parent Borrower to be reasonable at the time made.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1996 and the related unaudited combined consolidated statements of income income, of operations, of stockholders' equity and comprehensive income partners' capital and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, including 1997 and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income income, of operations, of stockholders' equity and comprehensive income partners' capital and statements of cash flows related to the Company for the fiscal years three-month period ended December 31on such date, 2013certified by a Responsible Officer, December 31copies of which have heretofore been furnished to each Lender, 2012 are complete and December 31, 2011, in each case reported on by correct and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years three-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member hasNeither the Borrower nor any of its consolidated Subsidiaries had, as at the date of the Closing Date after giving effect most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate Interest Rate Agreement or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto. Except as disclosed in the Schedules to this Agreement, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at December 31, 1996.

Financial Condition. (a) The unaudited consolidated balance sheets and related unaudited combined statements ------------------- sheet of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Holdings and its consolidated Subsidiaries as at of September 30, 2000 and the related statements of income and cash flow, for the nine months then ended (including the notes thereto), copies of which have heretofore been furnished to each Lender are accurate and complete in all material respects and present fairly the financial condition of Holdings as of such applicable date, date and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters nine months then ended, in accordance with GAAP. All As of the date of such financial statements, including the related schedules there were no material contingent obligations, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of Holdings or any of its Subsidiaries, except as disclosed therein and notes thereto, adequate reserves for such items have been prepared made in accordance with GAAP applied consistently throughout the periods involved.or as otherwise disclosed on Schedule 4.1. ------------ (b) The audited consolidated balance sheets of the IFCO Companies and its consolidated Subsidiaries as at December 31, 1997, and December 31, 1998, and the related consolidated statements of income and of cash flows for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPPwC Deutsche Revision AG, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries IFCO Companies as at such applicable datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the IFCO Companies as at October 31, 1999, and the related unaudited consolidated statements of income and cash flows for the 10-month period ended on such date, present fairly the consolidated financial condition of the IFCO Companies as at such date, and the consolidated results of its operations and its consolidated cash flows for the 10-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, The IFCO Companies do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 1998 to and including the date hereof there has been no Disposition by the IFCO Companies of any material part of their business or property. (c) The audited consolidated balance sheets of Old PalEx and its consolidated Subsidiaries as at December 28, 1997, December 27, 1998, and September 26, 1999 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly the consolidated financial condition of Old PalEx and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Old PalEx and its Subsidiaries as at October 24, 1999, and the related unaudited consolidated statements of income and cash flows for the 10-month fiscal period ended on such date, present fairly the consolidated financial condition of Old PalEx and its Subsidiaries as at such date, and the consolidated results of its operations and their consolidated cash flows for the 10-month fiscal period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Old PalEx and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements 52 referred to in this paragraph. During the period from September 26, 1999 to and including the date hereof there has been no Disposition by Old PalEx and its consolidated Subsidiaries of any material part of its business or property.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of the Company and its Consolidated Subsidiaries as at June 30, 1996 and the related unaudited combined statements of income consolidated earnings, consolidated stockholders' equity and comprehensive income and statement of consolidated cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by KPMG Peat Marwick, complete and correct copies of which have heretofore been furnished to each Lender, respectively present fairly in all material respects the consolidated financial condition of the Company and its consolidated Consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters year then ended. All such financial statements, including The unaudited consolidated balance sheet of the related schedules Company and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended its Consolidated Subsidiaries as at December 31, 2013 1996 and December 31, 2012 and the related combined unaudited statements of income consolidated earnings, consolidated stockholders' equity and comprehensive income and statements of consolidated cash flows related to the Company for the fiscal years three-month period ended December 31on such date, 2013certified by a Responsible Financial Officer, December 31, 2012 complete and December 31, 2011, in correct copies of which have heretofore been furnished to each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPLender, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years three-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein, for the absence of notes and for normal year-end adjustments). No Group Member hasNeither the Company nor any of its Consolidated Subsidiaries had, as of the Closing Date after giving effect date of the most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee ObligationsContingent Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativescommitment, which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto, other than contingent items which could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.1 or as disclosed in the Company's Report on Form 10-Q for the quarter ended December 31, 1996, during the period from December 31, 1996 to and including the Effective Date there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Company and its Consolidated Subsidiaries at December 31, 1996.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as at December 28, 1997 and the related unaudited combined consolidated statements of income and comprehensive income retained earnings and statement of cash flows related to the Company for the fiscal quarter Fiscal Year ended June 28on such date, 2014 present fairly reported on by Deloitte & Touche, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company Borrower 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 the Borrower and its consolidated Subsidiaries as at September 30, 1998 and the related unaudited consolidated statements of, financial condition, income and retained earnings and 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 applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters nine-month period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. ended (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related subject to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of normal year-end audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then endedadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member hasExcept as set forth on Schedule 5.1, as neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the Closing Date after giving effect most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee ObligationsObligation not permitted under subsection 8.2, material contingent liabilities and liabilities liability or liability for taxes, or any long material long-term leases lease or unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from December 28, 1997 to and including the date hereof, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Consolidated Subsidiaries at December 28, 1997.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower as of December 31, 2012, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter years ended June 28on such dates, 2014 reported on by and accompanied by an unqualified report from KPMG present fairly in all material respects the consolidated financial condition of the Company Borrower, Guarantors and its consolidated their respective Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2013, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and, with respect to quarterly financial statements, subject to normal year end audit adjustments and the absence of footnotes). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from March 31, 2013 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, including 1999 and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Company for the fiscal years ended December 31Administrative Agent, 2013, December 31, 2012 are complete and December 31, 2011, correct in each case reported on by all material respects and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years six-month period then endedended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). No Group Member hasNeither the Borrower nor any of its consolidated Subsidiaries had, as at the date of the Closing Date after giving effect most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, 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 statements referred condition of the Borrower and its consolidated Subsidiaries at 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 this paragraphconnection 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 Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in 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 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, or omit to state any material fact which would render them misleading in any material respect.

Financial Condition. (a) The unaudited balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved[Reserved]. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of July 29, 2017, July 28, 2018 and August 3, 2019 and the related consolidated statements of income and of cash flows for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch dates, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at February 1, 2020, and the 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 the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the trailing 12 month period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Except as disclosed on Schedule 4.1(b) to the Disclosure Letter, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from February 1, 2020 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company U.S. Borrower and its consolidated Subsidiaries as at such applicable dateMarch 1, 2003, and the related consolidated results statements of its operations and its consolidated of cash flows for each of the respective fiscal quarters then ended. All such financial statementsyears in the three-year period ended March 1, including the related schedules and notes thereto2003, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as from KPMG LLP, copies of which have heretofore been furnished to going concern or scope of audit from PricewaterhouseCoopers LLPeach Lender, present fairly in all material respects the consolidated financial condition of the Company U.S. Borrower and its consolidated Subsidiaries as at such applicable datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the U.S. Borrower and its consolidated Subsidiaries as at May 31, 2003, and the related unaudited consolidated statements of operations and cash flows for the three month period ended on such date, present fairly the consolidated financial condition of the U.S. Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three month period then ended (subject to normal year-end adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Except for Permitted MDM Guarantee Obligations, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities of the nature required to be disclosed in financial statements under GAAP and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from May 31, 2003 to and including the date of this Agreement there has been no Disposition by any Group Member of any material part of its business or property other than sales of inventory in the ordinary course of business.

Financial Condition. (a) The unaudited audited Consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as at December 31, 2014, and the related unaudited combined statements of income and comprehensive income and statement of cash flows related to of the Company Guarantor for the fiscal quarter year ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at on such applicable date, and contained in its Annual Report on Form 20-F filed with the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statementsSEC on May 15, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP2015, present fairly in all material respects the consolidated financial condition of the Company Guarantor and its consolidated Consolidated Subsidiaries as at such applicable date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited condensed Consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries as at June 30, 2015, and the related statements of income and cash flows of the Guarantor for the fiscal quarter ended on such date, contained in its Quarterly Report on Form 6-K filed with the SEC on August 17, 2015, present fairly in all material respects the consolidated financial condition of the Guarantor and its Consolidated Subsidiaries as at such date, and the Guarantor's Consolidated results of operations and cash flows for the respective fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of Guarantor's accountants and disclosed thereintherein and subject to normal year-end adjustments in the case of unaudited financial statements). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long term leases or unusual forward or long term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent audited financial statements referred to in this paragraph. During the period from December 31, 2014, to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property that could reasonably be expected to result in a Material Adverse Effect.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December 31, 2003 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter period ended June 28on such date, 2014 copies of which have heretofore been furnished to each Bank, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guaranty Obligation, 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 required by GAAP to be but is not reflected in the foregoing statements or in the notes thereto. (b) The audited unaudited consolidated balance sheets for sheet of the fiscal years ended December Company and its consolidated Subsidiaries as at March 31, 2013 2004 and December 31, 2012 and the related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years three-month period ended December 31on such date, 2013certified by a Responsible Officer, December 31, 2012 and December 31, 2011, in copies of which have heretofore been furnished to each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPBank, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years three-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by involved. Neither the aforementioned firm Company nor any of accountants and disclosed therein). No Group Member hasits consolidated Subsidiaries had, as at the date of the Closing Date after giving effect balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee ObligationsGuaranty Obligation, contingent liabilities and liabilities liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, which are is required in conformity with by GAAP to be disclosed therein and which are but is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto.

Financial Condition. (a) The unaudited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition sheet of the Company Borrower and its consolidated Subsidiaries as at such applicable dateDecember 31, 2005, and the related consolidated results statements of its operations income and its consolidated of cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch dates, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended, subject to any write downs, write offs, charges and adjustments required as a result of the Restatements. All such financial statementsThe unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, including 2006, and the related schedules unaudited consolidated statements of income and notes theretocash flows for the nine-month period ended on such date, have been prepared present fairly in accordance with GAAP applied consistently throughout all material respects the periods involved consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (except subject to normal year-end audit adjustments and absence of footnotes and subject to any write downs, write offs, charges and adjustments, required as approved by a result of the aforementioned firm of accountants and disclosed thereinRestatements). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long material long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraphparagraph (other than contingent liabilities arising in the ordinary course of business or as disclosed on Schedule 4.1(b)-1 or as heretofore disclosed by the Borrower in the 2003 Financial and Information Report filed with the SEC on October 26, 2006). Except as set forth on Schedule 4.1(b)-2, during the period from December 31, 2004 to and including the date hereof there has been no Disposition by the Borrower or its consolidated Subsidiaries of any material part of its business or Property.

Financial Condition. The Borrower has heretofore furnished to each Lender copies of (ai) The unaudited the audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1996 and the related unaudited combined audited consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended on such date, audited by Coopers & Lybr▇▇▇ ▇.▇.P. and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 2830, 2014 1997 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, in each case certified by a Responsible Officer (the "FINANCIAL STATEMENTS"). The Financial Statements present fairly fairly, in all material respects respects, the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable dateDecember 31, 1996 and June 30, 1997 and present fairly, in all material respects, the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters periods then endedended (subject to normal year-end audit adjustments and the absence of footnote disclosure). All such financial statementsThe Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved. (b) The audited balance sheets for . Except as set forth on Schedule 5.1, neither the fiscal years ended Borrower nor any of its consolidated Subsidiaries had, at December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to 1996 or at the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsdate hereof, any material Guarantee ObligationsObligation, material contingent liabilities and liabilities liability or material liability for taxes, or any long material long-term leases lease or unusual material forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Subsidiaries as of December 31, 1996.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower as at December 31, 2005 and December 31, 2006, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower as at March 31, 2007 and June 30, 2007, and the related unaudited consolidated statements of income and cash flows for the periods ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the quarterly periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxestaxes (except for any such tax liabilities to taxing authorities outside of the United States which are not, in the aggregate, material to the Borrower and its Subsidiaries taken as a whole) or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2006 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property, except as reflected in the foregoing financial statements.

Financial Condition. Holding has heretofore delivered to Lenders the following materials: (ai) The unaudited audited consolidated balance sheets sheet of Holding and its Subsidiaries as at November 4, 1995 and the related unaudited combined audited consolidated statements of income income, shareholders' equity and comprehensive income cash flow of Holding and statement of cash flows related to the Company its Subsidiaries for the fiscal quarter year of Holding ending on such date (including any comment letter submitted by the accountants in connection therewith) and (ii) unaudited consolidated balance sheets of Holding and its Subsidiaries as at the last day of the Fiscal Quarter ending July 27, 1996 and the related consolidated statements of income, shareholder's equity and cash flow of Holding and its Subsidiaries for the year-to-date period ended June 28on such date. Such statements, 2014 except as otherwise stated in such statements, fairly present fairly in all material respects the consolidated financial condition position of the Company Holding and its consolidated Subsidiaries as at such applicable date, dates and the consolidated results of its operations and the cash flow of Holding and its consolidated cash flows Subsidiaries for the respective fiscal quarters periods then ended. All such , subject, in the case of any unaudited interim financial statements, including the related schedules and notes theretoto changes resulting from normal year-end adjustments. Neither Holding nor any of its Subsidiaries has any material (a) Contingent Obligation, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern contingent liability or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee Obligations, contingent liabilities and liabilities liability for taxes, (c) long-term lease or any long term leases or (d) unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are commitment that is not reflected in the most recent financial statements referred (including the notes thereto) delivered pursuant to subsection 4.3 or 5.1 of this Agreement other than Contingent Obligations, contingent liabilities or liabilities for taxes, long-term leases or forward or long-term commitments incurred in this paragraphthe ordinary course of business.

Financial Condition. (a) The unaudited audited consolidated balance sheets of GPI as of May 31, 2003 and May 31, 2004 and the related unaudited combined consolidated statements of income income, changes in shareholders’ equity, and comprehensive income and statement of cash flows related to for each of the Company for three years in the fiscal quarter period ended June 28May 31, 2014 2004 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries respective entities covered as at such applicable date, and the consolidated results of their operations and consolidated cash flows for the respective fiscal years then ended. The consolidated balance sheet of GPI as of August 31, 2004 and the related consolidated statements of income and cash flows for the Fiscal Quarter ending August 31, 2004, present fairly the consolidated financial condition of the respective entities covered as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). The consolidated balance sheet of the Borrower as of May 31, 2004 and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended May 31, 2004 present fairly the consolidated financial condition of the respective entities covered as at such date and the consolidated results of their operations and consolidated cash flows for the fiscal quarters then endedyear ended May 31, 2004. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets subject to normal year-end adjustments and except for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements absence of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP footnotes) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, Party has any material Guarantee Obligationsobligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraphSection 3.1. During the period from May 31, 2004 to and including the date hereof there has been no Disposition by any Loan Party of any material part of its business or property.

Financial Condition. (a) The unaudited balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved[Reserved]. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of July 28, 2018, August 3, 2019 and August 1, 2020 and the related consolidated statements of income and of cash flows for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch dates, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at January 30, 2021, and the 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 the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the trailing 12 month period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Except as disclosed on Schedule 4.1(b) to the Disclosure Letter, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from August 1, 2020 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets of Holdings as of December 31, 2001, December 31, 2002 and December 31, 2003 and the related unaudited combined consolidated statements of income operations and comprehensive income and statement of cash flows related to the Company for the fiscal quarter years ended June 28on such dates, 2014 reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Holdings as at of such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings as of June 30, 2004, and the related unaudited consolidated statements of operations, cash flows and changes in shareholders equity for the six months then ended, present fairly the consolidated financial condition of Holdings as of such date, and the consolidated statements of operations and of cash flows for the six months then ended (subject to normal year-end audit adjustments). All such consolidated financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraphthe preceding sentence (it being understood that with respect to Guarantee Obligations, the underlying debt is so reflected). During the period from December 31, 2003 to and including the date hereof there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property. (b) The Borrower has provided to the Administrative Agent (i) the audited combined balance sheets of Ameritech Publishing of Illinois, Inc. and Ameritech Publishing of Illinois Partners Partnership as of December 31, 2002 and December 31, 2003 and the related combined statements of income and of cash flows for each of the three years in the period ended December 31, 2003, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP and (ii) the audited balance sheets of DonTech II as of December 31, 2002 and December 31, 2003 and the related statements of operations and of cash flows for each of the three years in the period ended December 31, 2003, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers LLP. All such financial statements, including the related schedules and notes thereto, present fairly and accurately, in all material respects, the financial position, results of operations and cash flows of such entities on a combined or consolidated basis, as applicable, as of the dates and for the applicable periods indicated, in each case in conformity with GAAP consistently applied except as noted therein.

Financial Condition. (a) The unaudited balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved[Reserved]. (b) The audited consolidated balance sheets of Intermediate Holdings II and its Subsidiaries as of December 31, 2018, December 31, 2019 and December 31, 2020 and the related consolidated statements of income and of cash flows for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch dates, present fairly in all material respects the consolidated financial condition of the Company Intermediate Holdings II and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Intermediate Holdings II and its Subsidiaries as at September 30, 2021, and the related unaudited consolidated statements of income and cash flows for the nine month period ended on such date, present fairly in all material respects the consolidated financial condition of Intermediate Holdings II and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine month period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). ) No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph, in each case, as would be considered material. During the period from December 31, 2020 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business property.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet ------------------- of the Company and its consolidated Subsidiaries as at January 1, 2000, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. (b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at April 1, 2000, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on each such date, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Company and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Contingent Obligations, contingent liabilities and liabilities for 42 taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. (c) The unaudited consolidated pro forma balance sheet of the Company --- ----- and its consolidated Subsidiaries, as of January 1, 2000, certified by a Responsible Officer of the 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 Transactions and (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 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 Transactions. The Pro Forma Balance Sheet, together with the notes thereto, were prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to the Company as of the date of delivery thereof and reflects on a pro forma basis the --- ----- financial position of the Company and its consolidated Subsidiaries as of January 1, 2000, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of January 1, 2000.

Financial Condition. (a) [Reserved] (b) The unaudited audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2018 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter years ended June 28on such dates, 2014 reported on by and accompanied by an unqualified report from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at July 31, 2020, and the related unaudited consolidated statements of income and cash flows for the six (6) month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the six (6) month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2018 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1999, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, including 2000, and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years six-month period ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch date, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years six -month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph.. During the period from December 31, 1999 to and including the date hereof there has

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable dateDecember 28, 2002 and December 29, 2001, and the related consolidated results statements of its operations income and its consolidated of cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, Deloitte & Touche LLP present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at October 4, 2003, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its consolidated Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The unaudited (i) audited consolidated balance sheets and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to of the Company Borrower and its consolidated Subsidiaries for the fiscal quarter year ended March 31, 20182024, reported on by Deloitte & Touche LLP, and for the fiscal year ended March 31, 20192025 , reported on by Deloitte & Touche LLP, and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of June 30, 2019December 31, 2025 and the related consolidated statements of income or operations, changes in stockholders’ equity and cash flows as of and for the three-monthnine-month period ended June 2830, 2014 2019December 31, 2025 and for the comparable period of the preceding fiscal year certified by a Responsible Officer of the Borrower, in each case, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries Subsidiaries, as at of such applicable date, dates and the their consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then endedperiods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes) (such financial statements, the “Borrower Historical Financial Statements”). All such financial statements, including the related schedules and notes (if any) thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involvedinvolved (except as disclosed therein). (b) The (i) audited consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and of cash flows of the Target and its consolidated Subsidiaries for the fiscal years year ended December 31, 2013 2017, reported on by Deloitte & Touche LLP, and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years year ended December 31, 20132018, December reported on by Deloitte & Touche LLP, and (ii) the unaudited consolidated balance sheet of the Target and its consolidated Subsidiaries as of May 31, 2012 2019 and December the related consolidated statement of income, stockholders’ equity and cash flows as of and for the five-month period ended May 31, 20112019, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPcase, present fairly in all material respects the consolidated financial condition of the Company Target and its consolidated Subsidiaries Subsidiaries, as at of such applicable date, dates and the their consolidated results of its operations and its consolidated cash flows for the respective fiscal years then endedperiods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes) (such financial statements, the “Target Historical Financial Statements”). All such financial statements, including the related schedules and notes (if any) thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm firms of accountants and disclosed therein). No Group Member has, as . (c) As of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan DocumentsDate, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraphSection 5.1 other than as contemplated by the Loan Documents.

Financial Condition. (a) The unaudited pro forma consolidated balance sheets and related unaudited combined statements sheet of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Holdings and its consolidated Subsidiaries as at June 27, 2002 (the "Balance Sheet"), copies of which have heretofor been furnished to each Lender, has been prepared giving effect (as if such applicable events had occurred on such date, ) to (i) the Loans outstanding after giving effect to any Loans to be made on the Restatement Effective Date and the consolidated results use of its operations proceeds thereof and its consolidated cash flows for (ii) the respective fiscal quarters then ended. All such financial statements, including payment of fees and expenses in connection with the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involvedforegoing. (b) The audited consolidated balance sheets for of Regal and its consolidated Subsidiaries as at fiscal year-end 2001, 2000 and 1999, and the fiscal years ended December 31, 2013 and December 31, 2012 and related combined consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the such fiscal years ended December 31years, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as from Deloitte & Touche LLP (except for, with respect to going concern or scope of audit from PricewaterhouseCoopers LLPthe report for fiscal year 2000, the qualifications set forth therein), present fairly in all material respects the consolidated financial condition of the Company Regal and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. 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 period ended on such date, present fairly the consolidated financial condition of Regal and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect to the Transactions Restatement Effective Date, Holdings and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 27, 2001, to and including the Restatement Effective Date there has been no Disposition by Holdings and its Subsidiaries of any part of its business or Property material to its ongoing business.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of December 31, 2001, December 31, 2002 and December 31, 2003, and the related unaudited combined consolidated statements of income operations and comprehensive income and statement of cash flows related to the Company for the fiscal quarter years ended June 28on such dates, 2014 reported on by Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at of such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2004, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for . Except as disclosed in the fiscal years ended December 31Specified Exchange Act Filings, 2013 and December 31, 2012 and related combined statements neither the Borrower nor any of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, has as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitmentscommitments outside of the ordinary course of business, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable dateDecember 31, 2016, December 31, 2017 and December 31, 2018, and the related consolidated results statements of its operations income and its consolidated of cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2019, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and except, in the case of the unaudited consolidated financial statements for the period ended March 31, 2019, normal year-end adjustments). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which derivatives that are not reflected in the most recent financial statements and the notes thereto referred to in this paragraph. During the period from December 31, 2018 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (ai) The unaudited audited consolidated balance sheets sheet of the Borrower as at December 31, 2015, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28year then ended, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at of such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended and (ii) the unaudited consolidated balance sheet of the Borrower as at March 31, 2016 and the related consolidated statements of income and cash flows for the fiscal quarter then ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (bas then in effect) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related (other than with respect to the Company for the fiscal years ended December 31, 2013, December 31, 2012 absence of footnotes and December 31, 2011, in each case reported on by and accompanied by an unqualified report as subject to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and/or its Subsidiaries prior to the Transactions and excluding obligations under date hereof, neither the Loan Documents and the Term Loan Documents, Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to above in this paragraph.

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable dateJanuary 2, 2016 and January 3, 2015, and the related consolidated results statements of its operations income and its consolidated of cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers KPMG LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial (b) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended October 1, 2016, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes theretoschedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved involved. (except as approved by c) As of the aforementioned firm date of accountants and disclosed therein). No this Agreement, no Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which derivatives that are required in conformity with GAAP to be disclosed therein and which made outside the ordinary course of business that are not reflected in the most recent financial statements referred to in this paragraphclauses (a) and (b) above. During the period from January 2, 2016 to and including the Effective Date, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members, taken as a whole.

Financial Condition. (ai) The unaudited audited consolidated balance sheets sheet of the Borrower as at December 31, 2015, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28year then ended, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at of such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended and (ii) the unaudited consolidated balance sheet of the Borrower as at March 31, 2016 and the related consolidated statements of income and cash flows for the fiscal quarter then ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (bas then in effect) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related (other than with respect to the Company for the fiscal years ended December 31, 2013, December 31, 2012 absence of footnotes and December 31, 2011, in each case reported on by and accompanied by an unqualified report as subject to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and/or its Subsidiaries prior to the Transactions and excluding obligations under date hereof, neither the Loan Documents and the Term Loan Documents, Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to above in this paragraph.. AMERICAS 91292599

Financial Condition. (ai) The unaudited audited consolidated balance sheets sheet of the Borrower as at December 31, 2015, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28year then ended, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at of such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended and (ii) the unaudited consolidated balance sheet of the Borrower as at March 31, 2016 and the related consolidated statements of income and cash flows for the fiscal quarter then ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (bas then in effect) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related (other than with respect to the Company for the fiscal years ended December 31, 2013, December 31, 2012 absence of footnotes and December 31, 2011, in each case reported on by and accompanied by an unqualified report as subject to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and/or its Subsidiaries prior to the Transactions and excluding obligations under date hereof, neither the Loan Documents and the Term Loan Documents, Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to above in this paragraph.. AMERICAS 91292609

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower as at December 31, 2000, December 31, 2001, and December 31, 2002 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition position of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2003, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and any notes theretothereto (except as contemplated by GAAP or in the case of any notes to the financial statements dated as of March 31, 2003), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect date of the most recent financial statements referred to in this paragraph (b), the Transactions Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are that were not reflected in such financial statements, except as set forth on Schedule 4.1(b). During the most recent financial statements referred period from December 31, 2002 to in this paragraphand including the date hereof, there has been no Disposition by the Borrower of any material part of its business or Property, except as set forth on Schedule 4.1.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of SAC and its consolidated Subsidiaries as at March 31, 1999 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 copies of which have heretofore been furnished to each Bank, present accurately and fairly in all material respects the consolidated financial condition of the Company SAC and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters year then ended. The unaudited consolidated balance sheet of SAC and its consolidated Subsidiaries as at December 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 of SAC, copies of which have heretofore been furnished to each Bank, present accurately and fairly the consolidated financial condition of SAC 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 audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements . Neither SAC nor any of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as had, at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as date of the Closing Date after giving effect most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee ObligationsContingent Obligation, contingent liabilities and liabilities liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, which are is required in conformity with by GAAP to be disclosed therein and which are but is not reflected in the most recent foregoing statements or in the notes thereto. The pro forma consolidated balance sheet of SAC and its consolidated Subsidiaries as at March 31, 2000, certified by a Responsible Officer of SAC (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Bank, is the unaudited consolidated balance sheet of SAC and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the Airborne Acquisition, (ii) the Arell Acquisition, (iii) the Amalgamation, (iv) the making of the Term Loans, (v) the making of the Revolving Credit Loans to be made on the Closing Date, (vi) the making of the Interim Loans, (vii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and (viii) 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 statements referred to position of the Borrower and its direct and indirect Subsidiaries as at March 31, 2000, assuming that the events specified in this paragraphthe preceding sentence had actually occurred on such date.

Financial Condition. (a) The unaudited audited consolidated balance sheets of Cedar Fair LP and its Subsidiaries as at December 31, 2010, December 31, 2011 and December 31, 2012, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers Deloitte and Touche LLP, present fairly in all material respects the consolidated financial condition of the Company Cedar Fair LP and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Cedar Fair LP and its Subsidiaries as at the last day of Fiscal Q1 2013, and the related unaudited consolidated statements of income and cash flows for the three month period ended on such date, present fairly the consolidated financial condition of Cedar Fair LP and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three month period then ended (subject to normal year end audit adjustments). All such financial statementsstatements of Cedar Fair LP and its Subsidiaries, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which derivatives that are not reflected in the most recent financial statements referred to in this paragraph, other than any Specified Hedge Agreement entered into in accordance with the terms hereof. During the period from December 31, 2012 to and including the date hereof there has been no Disposition by any Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition sheet of the Company Borrower and its consolidated Subsidiaries as at such applicable dateDecember 29, 2001, and the related consolidated results statements of its operations income and its consolidated of cash flows for the respective fiscal quarters then ended. All year ended on such financial statementsdate, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers Pricewaterhouse Coopers LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. (b) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2002, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on each such date, certified by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Contingent Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The unaudited audited consolidated balance sheets of the Borrower as at December 31, 2002 and December 31, 2003, and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31on such dates, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower as at March 31, 2004, June 30, 2004 and September 30, 2004, and the related unaudited consolidated statements of income and cash flows for the periods ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the quarterly periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxestaxes (except for any such tax liabilities to taxing authorities outside of the United States which are not, in the aggregate, material to the Borrower and its Subsidiaries taken as a whole) or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2003 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property, except as reflected in the foregoing financial statements.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of the U.S. Borrower and its Consolidated Subsidiaries as at December 31, 1996 and the related unaudited combined statements of income and comprehensive income and consolidated statement of income, stockholders' equity and cash flows related to flow of the Company U.S. Borrower and its Consolidated Subsidiaries for the fiscal quarter year ended June 28on said date, 2014 present fairly with the opinion thereon of Price Waterhouse LLP heretofore furnished to the U.S. Agent and the unaudited consolidated balance sheet of the U.S. Borrower and its Consolidated Subsidiaries as at March 31, 1997 and their related consolidated statements of income, stockholders' equity and cash flow of the U.S. Borrower and its Consolidated Subsidiaries for the three month period ended on such date heretofore furnished to the U.S. Agent, are complete and correct in all material respects and fairly present the consolidated financial condition of the Company U.S. Borrower and its consolidated Consolidated Subsidiaries as at such applicable date, said dates and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such 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, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition normal year- end adjustments). None of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of Obligors has on the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long term leases or unusual forward or long long- term commitments or unrealized or anticipated losses from any unfavorable commitments, including except as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since December 31, 1996, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Obligors and their Subsidiaries take as a whole have been materially and adversely affected as a result of any interest rate or foreign currency swap or exchange transaction fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other obligation in respect labor disturbance, embargo, requisition or taking of derivativesProperty or cancellation of contracts, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraphpermits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2003, and the related unaudited combined statements of income and comprehensive income and consolidated statement of income, partners’ equity and cash flows related to flow of the Company Borrower and its Consolidated Subsidiaries for the fiscal quarter year ended June 28on said date, 2014 heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2004, and their related consolidated statements of income, partners’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/is complete and correct and fairly present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Consolidated Subsidiaries as at such applicable date, said dates and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then endedyear 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). All Except as reflected or referred to in such financial statements, including neither the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported Borrower nor any Subsidiary has on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee ObligationsDebt (other than the Spectrum Income Tax Obligation), contingent liabilities and liabilities, liabilities for taxes, or any long term leases or unusual forward or long long-term commitments or unrealized or anticipated losses from any unfavorable commitments. Since December 31, including 2003, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein Subsidiary have been materially and which are not reflected in the most recent financial statements referred to in this paragraphadversely affected.

Financial Condition. (a) The unaudited audited consolidated balance sheets sheet of CPI and its consolidated Subsidiaries as of December 31, 2001 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such dates, 2014 reported on by and accompanied by the report of Goldstein Golub Kessler LLP present fairly in all material respects the consolidated financial condition of the Company and financi▇▇ ▇▇▇▇▇▇i▇▇ ▇▇ ▇▇▇ ▇▇▇ its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of CPI and its consolidated Subsidiaries as at March 31, 2002, and the related unaudited consolidated statements of income and cash flows for the three month period ended on such date, presents fairly the consolidated financial condition of CPI and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions CPI and excluding obligations under the Loan Documents and the Term Loan Documents, its consolidated Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraphSection 3.1 During the period from December 31, 2001 to and including the date hereof there has been no Disposition by CPI or any of its Subsidiaries of any material part of its business or Property, other than for the Disposition of Kolar, Inc. assets in connection with the Kolar, Inc. Liquidation.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 27, 1997 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 present fairly reported on by Deloitte & Touche, LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters year then ended. All such financial statements, including The unaudited consolidated balance sheet of the related schedules Borrower and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended its consolidated Subsidiaries as at December 31, 2013 1998 and December 31, 2012 and the related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years twelve-month period ended December 31on such date, 2013certified by a Responsible Officer, December 31copies of which have heretofore been furnished to each Lender, 2012 are complete and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly correct in all material respects and present fairly the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years twelve-month period then endedended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member hasExcept as set forth on Schedule 7.1, as neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Closing Date after giving effect most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property, other than sales in the ordinary course of business, permitted sales of inventory and sales of obsolete or worn out goods or equipment 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 statements referred condition of the Borrower and its consolidated Subsidiaries at December 31, 1998. (b) The operating forecast of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in this paragraphgood faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP. The Borrower has no reason to believe that as of the date of delivery such operating forecast was materially incorrect or misleading in any material respect, or omitted to state any material fact which would render them misleading in any material respect. The parties hereto acknowledge that all such forecasts and projections are based on various facts and assumptions which the Borrower believes are reasonable, but there can be no assurance that such facts or assumptions will materialize as anticipated, and the actual results may vary materially from such forecasts and projections.

Financial Condition. (a) The unaudited audited balance sheets sheet of Merisant Company and its consolidated Subsidiaries as at December 31, 2006, and the related unaudited combined statements audited statement of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter Fiscal Year ended June 28December 31, 2014 2006, reported on and accompanied by an unqualified report from BDO ▇▇▇▇▇▇▇ LLP, copies of which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Merisant Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations for the Fiscal Year then ended. The unaudited balance sheet of Merisant Company and its consolidated cash flows Subsidiaries as at February 28, 2007, and the related unaudited statement of income for the respective fiscal quarters then ended. All two-month period ended on such financial statementsdate, including the related schedules and notes thereto, copies of which have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related furnished to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPLender, present fairly in all material respects the consolidated financial condition of the Merisant Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years two-month period then endedended (subject to normal year-end audit adjustments). All such financial statementsFinancial Statements delivered in accordance with Section 4.1, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Amendment Closing Date after giving effect to Date, none of Merisant Worldwide, Merisant Company or any of their respective Subsidiaries has any material Guaranty Obligations (other than guaranties by the Transactions and excluding obligations Subsidiary Guarantors under the Loan Documents and the Term Loan Documents, any material Guarantee ObligationsSenior Subordinated Notes Indenture), contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in such February 28, 2007 financial statements. During the most recent financial statements referred period from December 31, 2006 to in this paragraphand including the date hereof there has been no Disposition by any of Holdings, the Borrower or any of their respective Subsidiaries of any material part of its business or property.

Financial Condition. (a) The unaudited balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved.[Reserved] (b) The audited consolidated balance sheets for of the fiscal years ended Borrower and the Restricted Subsidiaries as at December 31, 2013 2020, and December 31, 2012 and the related combined consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years Fiscal Year ended December 31on such date, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers KPMG LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated the Restricted Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows of the Borrower and the Restricted Subsidiaries for the Fiscal Year then ended. The unaudited consolidated balance sheet of the Borrower and the Restricted Subsidiaries as at September 30, 2021, and the related unaudited consolidated statements of income and cash flows for the respective fiscal years 39-week period ended on such date, present fairly the consolidated financial condition of the Borrower and the Restricted Subsidiaries as at such date, and the consolidated results of operations and consolidated cash flows of the Borrower and the Restricted Subsidiaries for the 39-week period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as As of the Closing Date after giving effect to Date, neither the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, Borrower nor any Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to that should be disclosed therein and which are not reflected under GAAP in the most recent financial statements referred to in this paragraph. During the period from December 31, 2020 to and including the date hereof there has been no Asset Sale by the Borrower or any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited audited consolidated balance ------------------- sheets of the Borrower as at April 2, 1999 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such dates, 2014 reported on by and accompanied by an unqualified report from Deloitte & Touche, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe pro forma unaudited consolidated balance sheet of the Borrower (excluding NTC) as at April 2, including 1999, and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years twelve-month period ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLPsuch date, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years twelve-month period then endedended (subject to normal year-end audit adjustments)(excluding NTC). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions The Borrower and excluding obligations under the Loan Documents and the Term Loan Documents, its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long long-term leases or unusual forward or long long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which that are not reflected in the most recent financial statements referred to in this paragraph. During the period from April 2, 1999 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of their business or Property.

Financial Condition. (a) The unaudited consolidated balance sheets sheet of International and its consolidated Subsidiaries as at December 31, 2001 and the related unaudited combined consolidated statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter year ended June 28on such date, 2014 present fairly reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company International and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal quarters year then ended. All such financial statementsThe unaudited consolidated balance sheet of International and its consolidated Subsidiaries as at March 31, including 2002 and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined unaudited consolidated statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years three-month period ended December 31on such date, 2013certified by a Responsible Officer, December 31copies of which have heretofore been furnished to each Lender, 2012 are complete and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly correct in all material respects and present fairly the consolidated financial condition of the Company International and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years three-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, 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 aforementioned firm of accountants case may be, and as disclosed therein). No Group Member hasNeither International nor any of its consolidated Subsidiaries had, as at the date of the Closing Date after giving effect most recent balance sheet referred to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documentsabove, any material Guarantee Obligationsoutside the ordinary course of business, contingent liabilities and liabilities liability or liability for taxes, or any long long-term leases lease or unusual forward or long long-term commitmentscommitment which in the aggregate may reasonably be expected to have a Material Adverse Effect, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives(except as listed on Schedule 3.1 attached hereto), which are required in conformity with GAAP to be disclosed therein and which are is not reflected in the most recent foregoing statements or in the notes thereto. Except as heretofore disclosed to the Lenders, during the period from December 31, 2001 to and including the date hereof there has been no sale, transfer or other disposition by International or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of International and its consolidated Subsidiaries at December 31, 2001.