Common use of Financial Condition Clause in Contracts

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Waste Corporation as at December 31, 2005, 2003 and the related consolidated statements statement of income income, stockholders' equity and of cash flows flow for the Fiscal Year fiscal year ended on said date, 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, reported on by date are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such said 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 all in accordance with GAAP, as at March 31, 2006, or if available applied 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended a consistent basis (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 except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, Neither the Borrower and its Subsidiaries do not have nor any Subsidiary has on the Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments other than those customary in Borrower's business or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since March 31, without limitation2004, 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 interest rate or foreign currency swap or exchange transaction Subsidiary have been affected as a result of any fire, 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, that are not reflected in the most recent financial statements referred to in this paragrapha Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31January 2, 20052016 and January 3, 2015, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such Fiscal Year. financial statements, including the related schedules, 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 sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31for the fiscal quarter ended October 1, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062016, and the related unaudited consolidated statements of income and cash flows for the 3nine-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 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustmentsadjustments 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 the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). c) As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are 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. The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 31, 20052016, December 31, 2017 and December 31, 2018, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects 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 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 Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective 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 (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated 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) 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 therein), except with respect that the interim financial statements are subject to interim financials, normal year-end audit adjustments). As of the Amended adjustments and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphlacking footnote disclosures.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31, 20052018, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such 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 3-month period (or, in the event the June 30, 2006 fiscal year then ended. The unaudited consolidated balance sheets are availablesheet 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 unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the 6consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period) periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). . (b) As of the Amended Amendment and Restated Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from December 31, 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 audited consolidated balance sheets of the Borrower Essent and its consolidated Subsidiaries as at of December 31, 2005, 2015 and 2016 and the related consolidated statements of income and of income, cash flows and stockholders’ equity for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Essent as at such 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 datedates, and the consolidated results of its operations and its consolidated cash flows for the 3respective 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 (orthen ended present fairly in all material respects the consolidated financial condition of Essent and its Subsidiaries as at such dates, in and the event consolidated results of its operations and its consolidated cash flows for the June 30, 2006 unaudited consolidated balance sheets are available, the 6three-month period) 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 disclosed therein). During the period from March 31, 2017 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property. (b) The audited consolidated balance sheets of Essent Re and its Subsidiaries as of December 31, 2015 and 2016, and the aforementioned firm related consolidated statements of accountants income, cash flows and disclosed therein stockholder’s equity for the fiscal years ended on such dates, reported on by and except with respect 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 interim financials, the absence of footnotes and normal year-end audit adjustments). As 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 Amended annual Statutory Statements as of December 31, 2015 and Restated Effective Date2016 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 Borrower and its Subsidiaries do “Historical Statutory Statements”); provided, that the Statutory Statement of a Regulated Insurance Company shall not have be required to be delivered for any material Guarantee Obligations, contingent liabilities and liabilities for taxes, year or any long-term leases or unusual forward or long-term commitments, quarter that such Regulated Insurance Company was not a Subsidiary of Essent. The Historical Statutory Statements (including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in respect of derivatives, that are not accordance with SAP (except as may be reflected in the most recent 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 statements referred to condition of the respective Regulated Insurance Companies covered thereby as of the respective dates thereof and the results of operations, changes in this paragraphcapital and surplus and cash flow of the respective Regulated Insurance Companies covered thereby for the respective periods then ended.

Financial Condition. The restated audited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at December 31, 20052000 and December 31, 2001 and the related consolidated and consolidating statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower 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 such the respective Fiscal YearYears then ended. The unaudited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated and consolidating statements of income and cash flows for the 36-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 and consolidating financial condition of the Borrower 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 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower Valvino and its Subsidiaries (other than the Excluded Entities) do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this 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. The audited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at December 31, 20052010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date2013, June 30, 20062013 and September 30, and 2013, the related unaudited consolidated statements of income and cash flows for the 3Guarantor and its Subsidiaries for the nine-month period (or, in the event the June ended September 30, 2006 unaudited consolidated balance sheets are available2013 and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended September 30, the 6-month period) ended on such date2013, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for the 3nine- or three-month month, as the case may be, period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower Guarantor and its Subsidiaries do not Subsidiaries, taken as a whole, have any no 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, 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) [Intentionally Omitted]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet 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 such month and the 3-month period (or, in portion of the event fiscal year through the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on end of such datemonth, 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 such month and the 3-portion of the fiscal year through the end of such month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from 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) [INTENTIONALLY OMITTED]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet 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 such month and the 3-month period (or, in portion of the event fiscal year through the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on end of such datemonth, 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 such month and the 3-portion of the fiscal year through the end of such month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from 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. The audited consolidated balance sheets of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at December 31, 20052007, December 31, 2008 and December 31, 2009, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & and Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at such 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 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Cedar Fair LP and its Subsidiaries as at the last day of Fiscal Q1 2010, and the 6-related unaudited consolidated statements of income and cash flows for the three month period) 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-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements referred to in this 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. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Group Members as at of December 31, 20052022, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such 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 Group Members as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of the Group Members as at March 31, 2023, and the 6-related unaudited consolidated statements of income and cash flows for the 3 month period) 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 therein and except with respect to interim financialssubject to, in the case of unaudited financial statements normal year-end audit adjustmentsadjustments and absence of footnotes). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxesliabilities, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 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. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052000, and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2000, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, 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 its their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet 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, 2001 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (orthree months ended March 31, in the event the June 302001, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datecopies 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 its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)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 and except and, with respect to interim financialsthe March 31, normal 2001 financial statements, for the absence of footnotes and year-end audit adjustments). As Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent 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 audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31Fiscal Year end 2009, 20052008 and 2007, and the related consolidated statements of income and of cash flows for the such Fiscal Year ended on such dateYears, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated balance sheets sheet 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, 2010 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto (collectively, the “Historical 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 and except with respect to interim financials, normal year-end audit adjustments)involved. As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (other than the Obligations). (b) On and as of the Closing Date, the projections of Borrower and its Subsidiaries for the period Fiscal Year 2010 through and including Fiscal Year 2014 and for the quarters beginning with the first quarter of 2010 and through the fourth quarter of 2010 (the “Closing Date Projections”) are based on good faith estimates and assumptions made by the management of Borrower; provided that, the Closing Date Projections are not to be viewed as facts and that actual results during the period or periods covered by the Closing Date Projections may differ from such Closing Date Projections and that the differences may be material; provided further that, as of the Closing Date, management of Borrower believed that the Closing Date Projections were reasonable and attainable.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at January 1, 2000, December 3130, 20052000 and December 29, 2001 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche Arthur Andersen LLP, present fairly in all material respects the consolidated financial condition of the ▇▇▇▇▇ti▇▇ ▇▇ ▇he Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31September 28, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated statements of income and cash flows for the 3nine-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 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 (subject to the absence of footnotes with respect to unaudited quarterly statements) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, 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 audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries dated as at of December 31, 2005, 2012 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, fairly present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the their 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved (except as approved by the aforementioned firm of accountants and disclosed therein therein). (b) The unaudited consolidated balance sheet of Parent and except with respect its consolidated Subsidiaries dated as of March 31, 2013, and the related consolidated statements of operations and cash flows for the fiscal quarter ended on that date fairly present in all material respects the financial condition of Parent and its consolidated Subsidiaries as of the date thereof and their consolidated results of operations and consolidated cash flows for the period covered thereby, subject to interim financials, the absence of footnotes and to normal year-end audit adjustments). As of Such financial statements, including the Amended related schedules and Restated Effective Datenotes thereto, have been prepared in accordance with GAAP applied consistently throughout the Borrower period involved as set forth therein. (c) Such financial statements described in (a) and its Subsidiaries do not have any (b) above reflect all material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in accordance with GAAP consistently applied throughout the most recent financial statements referred to in this paragraphperiod covered thereby.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries WCA Corp. as at December 31, 2005, 2004 and the related consolidated statements statement of income income, stockholders' equity and of cash flows flow for the Fiscal Year fiscal year ended on said date, with the opinion thereon of a Registered Public Accounting Firm heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of WCA Corp. 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, 2005 and the related consolidated statement of income, stockholders' equity and cash flow for the portion of the fiscal year ended on such date, reported on by date are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such said 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 all in accordance with GAAP, as at March 31, 2006, or if available applied 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended a consistent basis (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 except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, Neither the Borrower and its Subsidiaries do not have nor any Subsidiary has on the Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments other than those customary in Borrower's business or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since March 31, without limitation2005, 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 interest rate or foreign currency swap or exchange transaction Subsidiary have been affected as a result of any fire, 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 a Material Adverse Effect. Since the date of derivativesthe Financial Statements, that are not reflected in the most recent financial statements referred to in this paragraphno Internal Control Event has occurred.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such dateDecember 31, 2003 and December 31, 2004, reported on by and accompanied by an unqualified report from from, in respect of the fiscal years ending on December 31, 2003 and December 31, 2004, Deloitte & Touche Touche, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for 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 3respective 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 (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Significant Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any 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-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, except 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 Company has delivered to the Administrative Agent and the Lenders: (i) audited consolidated balance sheets financial statements of the Borrower Parent and its consolidated Subsidiaries as at (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries) for the fiscal years ended December 31, 2003, 2004 and 2005, and together with the related consolidated statements of income or operations, equity and of cash flows for the Fiscal Year fiscal years ended on such datedates; (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, reported together with the related consolidated statements of income or operations, equity and cash flows for each such fiscal quarter; (iii) audited consolidated financial statements of Enterprise and its subsidiaries for the fiscal years ended December 31, 2003, 2004 and 2005, together with the related consolidated statements of income or operations, equity and cash 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, together 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 the case of the unaudited financial statements, to (i) the absence of footnotes (except as required by applicable law) and accompanied (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 an unqualified report from Deloitte & Touche LLP, 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 that the actual amount of such items on the Closing Date is subject to change) and present fairly in all material respects on a Pro Forma Basis the consolidated financial condition position of the Borrower 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 date, and delivered to 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 Lenders 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). 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 and except with respect Credit Parties to interim financialsbe reasonable at the time made, normal year-end audit adjustments). As of it being recognized by the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, 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. The audited (a) State Auto Mutual has heretofore furnished to each of the Lenders consolidated balance sheets of the Borrower State Auto Financial and its consolidated Subsidiaries as at December 31, 2005, 2000 and the related consolidated statements of income income, retained earnings and of cash flows of State Auto Financial and its Subsidiaries for the Fiscal Year fiscal year ended on said date, with the opinion thereon of Ernst & Young LLP, and the unaudited consolidated balance sheets of State Auto Financial and its Subsidiaries as at June 30, 2001 and the related consolidated statements of income, retained earnings and cash flows of State Auto Financial and its Subsidiaries for the three-month period ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, . All such financial statements present fairly in all material respects the consolidated financial condition of the Borrower State Auto Financial and its consolidated Subsidiaries as at such date, said dates and the consolidated results of its their operations for the fiscal year and its consolidated cash flows for three-month period ended on said dates (subject, in the case of such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries financial statements as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062001, 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 all in accordance with GAAP generally accepted accounting principles and practices applied consistently throughout on a consistent basis. None of State Auto Financial nor any of its Material Subsidiaries has on the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have date hereof any material Guarantee Obligationscontingent liabilities, contingent liabilities and liabilities for -15- taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in said balance sheets as at said dates. Since June 30, without limitation2001, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected there has been no material adverse change in the most recent consolidated financial condition, operations, business or prospects taken as a whole of State Auto Financial and its Subsidiaries from that set forth in said financial statements referred as at June 30, 2001. (b) State Auto Mutual has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Entity for the fiscal year ended December 31, 2000, and the quarterly Statutory Statement of each Insurance Entity for the fiscal quarter ended June 30, 2001, in this paragrapheach case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly in all material respects the financial condition of each Insurance Entity as at, and the results of operations for, the fiscal year ended December 31, 2000, and fiscal quarter ended June 30, 2001, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. Since June 30, 2001, there has been no material adverse change in the consolidated financial condition, operations, business or prospects taken as a whole of State Auto Mutual from that set forth in said Statutory Statement as at June 30, 2001.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at January 1, 2005 and December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3nine-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 Company and its consolidated Subsidiaries as at such date, and the consolidated combined results of its operations and its consolidated combined cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (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 therein and except with respect and, in the case of such unaudited financial statements, subject to interim financials, normal year-end audit adjustmentsthe absence of footnotes). As Except as set forth on Schedule 4.1, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries (i) do not have any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Borrower as of the Closing Date or (ii) are not party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the most recent financial statements referred to in this paragraph, (x) which was incurred by the Borrower or any of its Subsidiaries or guaranteed by the Borrower or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Borrower or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by the Borrower or any of its consolidated Subsidiaries or with any Indebtedness or Capital Stock issued by the Borrower or any such Subsidiary.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 3128, 20052020, January 3, 2022 and January 2, 2023, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects 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 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 Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the 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 (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated 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) 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 therein), except with respect that the interim financial statements are subject to interim financials, normal year-end audit adjustments). adjustments and are lacking footnote disclosures. (c) As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in 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 audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31, 2005, 2019 and 2020 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such dateDecember 31, 2019 and 2020, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition position of the Parent Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Parent 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, 2021 and the related unaudited consolidated statements of income and of cash flows for the 3nine-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 position of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)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 and except with respect to interim financials, normal year-end audit adjustmentstherein; provided that the unaudited financial statements need not contain footnotes). . (b) As of the Amended and Restated Effective Datedate of the most recent financial statements referred to in Section 4.1(a), the Parent Borrower and its Subsidiaries do did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are 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) [Reserved]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 3128, 20052020, January 3, 2022 and January 2, 2023, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects 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 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 Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the 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 (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated 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) 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 therein), except with respect that the interim financial statements are subject to interim financials, normal year-end audit adjustments). adjustments and are lacking footnote disclosures. (c) [Reserved]. (d) As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in 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. The audited consolidated balance sheets of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at December 31, 20052006 and December 31, 2005 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at of such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062007, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, date present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower The Parent and its Subsidiaries and Securitization Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 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 Projected Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof and are based upon good faith estimates and assumptions believed by management of Holdings to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December of January 31, 20052016, January 31, 2017 and January 31, 2018 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers, LLP, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such 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 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Holdings and its Subsidiaries as at January 31, 2019, and the 6-related unaudited consolidated statements of income and cash flows for the twelve month period) period ended on such date, present fairly in all material respects the consolidated financial condition of Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the trailing twelve month period then ended (subject to normal year-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 except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 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 audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052007, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, LLP present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The 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 Fiscal Yeardate, and the results of its operations (on a consolidated basis) for the respective fiscal years then ended. The unaudited consolidated balance sheets sheet 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, 20062008, and the related unaudited consolidated statements of income and cash flows for the 3three-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 their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except GAAP. Except with respect to interim financialsany Obligations and the obligations to acquire Target, normal year-end audit adjustments). As no Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 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 audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet 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, 20062013, and the related unaudited consolidated statements of income and cash flows for the 3three-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 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) [Reserved] (b) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Superholdings as at of December 31, 20052009, and the related consolidated statements of income and of cash flows comprehensive income and stockholders’ equity for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report reports from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Superholdings as at such 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 3fiscal year then ended. The unaudited condensed consolidated balance sheet of Superholdings as of March 31, 2010, and the related unaudited condensed consolidated statements of income and comprehensive income and cash flows for the three-month period (orended on such date, present fairly in all material respects the event consolidated financial condition of Superholdings as of such date, and the June 30, 2006 unaudited consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Restatement Date, the Borrower and its Subsidiaries do not have no Group Member had 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the Restatement Date there has been no Asset Disposition by the Borrower of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower Holding and its consolidated Subsidiaries as at of December 31, 20052004, December 31, 2005 and December 31, 2006 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report reports from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly fairly, in all material respects 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 such Fiscal Yearthe respective fiscal years then ended, of Holding and its consolidated Subsidiaries. The unaudited consolidated balance sheets sheet of the Borrower Holding and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062007, and the related unaudited consolidated statements of income and cash flows for the 3three-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 fairly, in all material respects 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 3three-month period (orthen ended, in the event the June 30, 2006 unaudited of Holding and its consolidated balance sheets are available, the 6-month period) then ended Subsidiaries (subject to the omission of footnotes and 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 consistently applied consistently throughout the periods involved covered thereby (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsthe schedules and notes thereto, normal year-end audit adjustmentsas approved by a Responsible Officer, and disclosed in any such schedules and notes). As During the period from December 31, 2006 to and including the Closing Date, there has been no sale, transfer or other disposition by Holding and its consolidated Subsidiaries of any material part of the Amended and Restated Effective Date, the Borrower business or property of Holding and its Subsidiaries do not have any material Guarantee Obligationsconsolidated Subsidiaries, contingent liabilities taken as a whole, and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction no purchase or other obligation acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in respect relation to the consolidated financial condition of derivativesHolding and its consolidated Subsidiaries, that are taken as a whole, in each case, which is not reflected in the most recent foregoing financial statements referred or in the notes thereto and has not otherwise been disclosed in writing to in this paragraphthe Lenders on or prior to the Closing Date.

Financial Condition. The audited Borrower has heretofore furnished to each of the Lenders the consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31September 30, 2005, 2001 and the related consolidated statements statement of income and retained earnings and cash flow of cash flows the Borrower and its consolidated Subsidiaries for the Fiscal Year fiscal year ended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of PricewaterhouseCoopers, and the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2002 and the related consolidated statement of income, retained earnings and cash flow of the Borrower and its consolidated Subsidiaries for the nine-month period ended on such date, reported on by . All such financial statements are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct in all material respects and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries (subject, in the case of such financial statements as at such 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, 20062002, 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 all in accordance with GAAP and practices applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)on a consistent basis. As None of the Amended and Restated Effective Date, the Borrower and nor any of its Subsidiaries do not have has on the date hereof any material Guarantee Obligationscontingent liabilities, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in said balance sheets as at said dates. Since September 30, without limitation2001, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected there has been no material adverse change in the most recent consolidated financial condition, operations, prospects or business taken as a whole of the Borrower and its Subsidiaries from that set forth in said financial statements referred to in this paragraphas at said date.

Financial Condition. The audited consolidated Consolidated balance sheets of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at December 31, 20052010, and the related consolidated statements of income and of cash flows of the Guarantor for the Fiscal Year fiscal year ended on such date, reported contained in its Annual Report on by and accompanied by an unqualified report from Deloitte & Touche LLPForm 20-F filed with the SEC on April 6, 2011, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated condensed Consolidated balance sheets sheet of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062011, and the related unaudited consolidated statements of income and cash flows of the Guarantor for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, contained in its Quarterly Report on Form 6-K filed with the SEC on August 10, 2011, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated 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) respective fiscal quarter then ended (subject to normal year-end audit adjustments)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 therein and except with respect subject to interim financials, normal year-end audit adjustmentsadjustments in the case of unaudited financial statements). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member 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, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent audited 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 could reasonably be expected to result in a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31August 30, 20052014, August 29, 2015 and September 3, 2016, and the related consolidated statements of income income, comprehensive income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates (collectively, the “Historical Financials”), reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31December 3, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062016, and the related unaudited consolidated statements of income income, comprehensive income, shareholders’ equity 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 datedate (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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 therein) and except with respect the omission in unaudited consolidated financial statements of the information and footnotes not required under GAAP to be included in interim financials, normal year-end audit adjustments)unaudited financial information. As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have except as set forth on Schedule 4.1, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 3, 2016 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. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the Maintain Borrower's consolidated financial condition as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein): (a) Ratio of Total Liabilities to Tangible Net Worth not greater than 0.90 to 1.0, determined as of the Borrower end of each fiscal quarter, with "Total Liabilities" defined as the aggregate of current liabilities and its consolidated Subsidiaries as at such datenon-current liabilities less subordinated debt, and with "Tangible Net Worth" defined as the consolidated results aggregate of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets total stockholders' equity plus subordinated debt less any intangible assets. (b) Quick Ratio not less than 1.5 to 1.0, determined as of the Borrower end of each fiscal quarter, with "Quick Ratio" defined as the aggregate of unrestricted cash, unrestricted marketable securities and its consolidated Subsidiaries receivables convertible into cash divided by total current liabilities, including without limitation, the outstanding principal balance of the Line of Credit notwithstanding the fact that advances thereunder may mature more than one (1) year beyond the date of computation. (c) Net income after taxes not less than $1.00, determined as at March 31of the end of each fiscal quarter on a rolling four-quarter basis. (d) EBITDA Coverage Ratio not less than 2.75 to 1.0 determined as of the end of each fiscal quarter on a rolling four-quarter basis, 2006with "EBITDA" defined as net profit before tax plus interest expense (net of capitalized interest expense), or if available on or prior to the Amended depreciation expense and Restated Effective Date, June 30, 2006amortization expense, 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 with "EBITDA Coverage Ratio" defined as at such date, and the consolidated results of its operations and its consolidated 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) 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 EBITDA divided by the aforementioned firm aggregate of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As total interest expense plus the prior period current maturity of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or debt and the prior period current maturity of subordinated debt. "Current maturity of long-term commitments, including, without limitation, any interest rate debt" shall not include Working Capital Advances or foreign currency swap or exchange transaction or other obligation in respect Acquisition Advances under the Line of derivatives, Credit notwithstanding the fact that are not reflected in the most recent financial statements referred to in this paragraphmaturity date thereof may extend more than 1-year beyond the date of computation.

Financial Condition. The Borrower has heretofore furnished to each Lender copies of (i) the audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 2003 and the related audited consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported audited by PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2004 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by and accompanied by an unqualified report from Deloitte & Touche LLPa Responsible Officer (the “Financial Statements”). The Financial Statements present fairly, present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dateDecember 31, 2003 and March 31, 2004 and present fairly, in all material respects, the consolidated results of its their 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 their consolidated 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) periods then ended (subject to normal year-end audit adjustmentsadjustments 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 involved (except period involved. Except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsset forth on Schedule 4.1, normal year-end audit adjustments). As of the Amended and Restated Effective Date, neither the Borrower and nor any of its consolidated Subsidiaries do not have had, at December 31, 2003 or at the date hereof, any material Guarantee ObligationsObligation, material contingent liabilities and liabilities liability or material liability for taxes, or any material long-term leases lease or unusual material forward or long-term commitmentscommitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 4.1, during the period from December 31, 2003 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (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, 2003.

Financial Condition. (a) The audited unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December March 31, 20052022, and the related consolidated statements of income and retained earnings and of cash flows for the Fiscal Year fiscal quarter ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPcopies 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 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 in accordance with GAAP (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 periodextent applicable) 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 3-month period fiscal quarter then ended. (or, in the event the June 30, 2006 unaudited b) The audited consolidated balance sheets are availablesheet of the Borrower as at December 31, 2021, and the 6-month periodrelated 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 ▇▇▇▇▇ & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects in accordance with GAAP (to the extent applicable) 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 fiscal year then ended ended. (subject to normal year-end audit adjustments). 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 (except as approved by involved, subject, in the aforementioned firm case of accountants and disclosed therein and except with respect the quarterly financial statements, to interim financials, normal year-end audit adjustments)adjustments and the absence of footnotes. As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries The Loan Parties do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 20052011, June 30, 2012, and June 30, 2013, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062012, and the related unaudited consolidated statements of income and cash flows for the 3three-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 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As No Loan Party has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2012, to and including the date hereof, there has been no Disposition by any Loan Party of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052019, 2020 and 2021, and the related consolidated statements of income and of income, cash flows and stockholders’ equity for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG International Limited, 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 respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2022 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 the Borrower and its consolidated Subsidiaries as at such 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 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 (except as approved by subject to (in the aforementioned firm case of accountants any such unaudited financial statements) the absence of footnotes and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentsadjustments and except as disclosed therein). As During the period from March 31, 2022 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property. (b) [Reserved]. (c) The Borrower has heretofore furnished to the Lenders, with respect to EMICO and its consolidated Subsidiaries, copies of the Amended annual Statutory Statements as of December 31, 2019, 2020 and Restated Effective Date2021 for the fiscal years then ended, and copies of the quarterly Statutory Statements as of March 31, 2022, for the fiscal quarter then ended, in each case as filed with the Applicable Insurance Regulatory Authority (collectively, the Borrower “Historical Statutory Statements”); provided, that the Statutory Statement of EMICO and its consolidated Subsidiaries do shall not have be required to be delivered for any material Guarantee Obligations, contingent liabilities and liabilities for taxes, year or any long-term leases or unusual forward or long-term commitments, quarter that EMICO was not a Subsidiary of the Borrower. The Historical Statutory Statements (including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in respect of derivatives, that are not accordance with SAP (except as may be reflected in the most recent 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 statements referred to condition of the EMICO and its consolidated Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in this paragraphcapital and surplus and cash flow of the EMICO and its consolidated Subsidiaries covered thereby for the respective periods then ended.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052002, December 31, 2003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, in each case reported on by Deloitte & Touche LLP, and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, date and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet 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 September 30, 2006, 2005 and the related unaudited consolidated statements of income and cash flows for the 3nine-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, date and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the omission 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective DateExcept as set forth on Schedule 4.1, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2004 to and including the date hereof there has been no Disposition by any Group Member of any material part of their respective businesses or properties. (b) The detailed consolidated budget for each fiscal year through 2010 (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each fiscal year through 2010, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and significant revisions, if any, of such budget and projections with respect to such fiscal year of the Borrower through the 2010 fiscal year (collectively, the “Projections”), are based on reasonable estimates, information and assumptions and, to the knowledge of the Borrower, are not incorrect or misleading in any material respect.

Financial Condition. The restated audited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at December 31, 20052000 and December 31, 2001, and the related consolidated and consolidating statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower 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 such the respective Fiscal YearYears then ended. The unaudited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated and consolidating statements of income and cash flows for the 36-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 and consolidating financial condition of the Borrower 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 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower Valvino and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 1, 2002 to and including the 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. The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31June 30, 20052008, June 30, 2009 and June 30, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such 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 Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective Fiscal Years then ended. The unaudited consolidated balance sheets are availablesheet of Holdings and its consolidated Subsidiaries as at December 31, 2010, and the 6-month period) related unaudited consolidated statements of income and cash flows for the fiscal quarter ended on such dates, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended (subject to normal year-year end audit adjustmentsand quarter end adjustments and the absence of footnotes). All such audited 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As Other than as set forth (in reasonable detail and with related amounts) on (a) Schedule 4.1(a), no Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and 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, without limitation, 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 audited financial statements referred to in this paragraph, and (b) Schedule 4.1(b), during the period from January 1, 2010, to and including the date hereof there has been no Material Acquisition or Material Disposition.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052007, December 31, 2008 and December 31, 2009, and the related consolidated statements of income operations and of cash flows for the Fiscal Year year ended on such dateDecember 31, 2007, the year ended December 31, 2008, and the year ended December 31, 2009, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such daterespects, 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 3respective fiscal periods then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2010, and the related unaudited consolidated statements of operations and cash flows for the nine-month period (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated 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) period then ended (subject to normal year-end audit adjustmentsadjustments and absence of footnote disclosure). 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower NAVL and its consolidated Subsidiaries as at of December 31, 20052000, December 31, 2001 and December 31, 2002 and the related audited consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report reports from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly fairly, in all material respects 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 such Fiscal Yearthe respective fiscal years then ended, of NAVL and its consolidated Subsidiaries. The unaudited consolidated balance sheets sheet of the Borrower NAVL and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062003, and the related unaudited consolidated statements of income and cash flows for the 3nine-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 fairly, in all material respects 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 3nine-month period (orthen ended, in the event the June 30, 2006 unaudited of NAVL and its consolidated balance sheets are available, the 6-month period) then ended Subsidiaries (subject to the omission of notes and 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 consistently applied consistently throughout the periods involved covered thereby (except as approved by the aforementioned firm a Responsible Officer of accountants NAVL, and disclosed therein in any such schedules and except with respect notes, and subject to interim financials, normal year-end audit adjustmentsthe omission of notes from such unaudited financial statements). As During the period from December 31, 2002 to and including the Closing Date, there has been no sale, transfer or other disposition by the Parent Borrower or its Subsidiaries of any material part of the Amended and Restated Effective Date, business or property of the Parent Borrower and its Subsidiaries do not have any material Guarantee Obligationsconsolidated Subsidiaries, contingent liabilities taken as a whole, and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction no purchase or other obligation acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in respect relation to the consolidated financial condition of derivativesthe Parent Borrower and its consolidated Subsidiaries, that are taken as a whole, in each case, which is not reflected in the most recent foregoing financial statements referred or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma balance sheet of Parent Borrower and its consolidated Subsidiaries (the “Pro Forma Balance Sheet”), a copy of which has heretofore been furnished to each Lender, is the balance sheet of the Parent Borrower and its consolidated Subsidiaries as of June 30, 2003, adjusted to give effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the receipt by the Parent Borrower of the net cash proceeds to Holding from the Holding IPO, (iii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iv) the payment/credit of actual or estimated fees, expenses, financing costs and tax payments/credits related to the transactions contemplated hereby and thereby. The Pro Forma Balance Sheet was prepared in this paragraphaccordance with Article 11 (Pro Forma Financial Information) of Regulation S-X under the Securities Act.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries GPI as at December of May 31, 20052003 and May 31, 2004 and the related consolidated statements of income income, changes in shareholders' equity, and of cash flows for each of the Fiscal Year three years in the period ended on such dateMay 31, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, 2004 present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries respective entities covered as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries GPI as at March of August 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2004 and the related unaudited consolidated statements of income and cash flows for the 3-month period (orFiscal Quarter ending August 31, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date2004, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries respective entities covered as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end 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 year ended May 31, 2004. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject to normal year-end adjustments and except for the absence of footnotes) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Loan Party has any material Guarantee Obligationsobligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this 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. The audited consolidated combined balance sheets sheet of the Borrower Viacom and its consolidated Consolidated Subsidiaries as at December 31, 20052009, and the related consolidated audited combined statements of earnings, stockholders’ equity and comprehensive income (loss) and of cash flows of Viacom and its Consolidated Subsidiaries for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 fairly in all material respects the consolidated financial condition of the Borrower Viacom and its consolidated Consolidated Subsidiaries as at such date, date and the consolidated results of its their operations and its consolidated cash flows for the fiscal year ended on such Fiscal Yeardate in accordance with GAAP. The unaudited consolidated combined balance sheets sheet of the Borrower Viacom and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062010, and the related unaudited consolidated combined statements of income earnings and cash flows of Viacom and its Consolidated Subsidiaries for the 3six-month period (orthen ended, 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 heretofore furnished to each of the Borrower and its consolidated Subsidiaries as at such dateLenders (or made available to the Lenders through access to a web site, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (orincluding, in the event the June 30without limitation, 2006 unaudited consolidated balance sheets are available▇▇▇.▇▇▇.▇▇▇), the 6-month period) then ended fairly present (subject to normal year-end audit adjustments). All ) the consolidated financial condition of Viacom and its Consolidated Subsidiaries as at such financial statements, including date and the related schedules and notes thereto, have been prepared consolidated results of their operations for the six-month period ended on such date in accordance with GAAP applied consistently throughout the periods involved (GAAP. Neither Viacom nor any of its Material Subsidiaries had on June 30, 2010 any known material contingent liability, except as approved by the aforementioned firm of accountants and disclosed therein and except with respect referred to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities or reflected or provided for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to Exchange Act Report or in this paragraphsuch balance sheets (or the notes thereto) as at such date.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20051999 and December 31, 1998, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for 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 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2000, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, present fairly in all material respects the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or that have not been disclosed to the Lenders. 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 Subsidiaries of any material part of its business or Property.

Financial Condition. The audited consolidated balance sheets of the Borrower Borrowers and its consolidated their Subsidiaries as at of December 31, 20052009 and December 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte McGladrey & Touche LLPCo., present fairly in all material respects the consolidated financial condition of the Borrower Borrowers and its consolidated their Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Borrowers and its consolidated their Subsidiaries as at March 31February 28, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062011, and the related unaudited consolidated statements of income and cash flows for the 3one-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 Borrowers and its consolidated their Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. The audited consolidated balance sheets of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at December 31, 20052010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & and Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at such 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 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Cedar Fair LP and its Subsidiaries as at the last day of Fiscal Q1 2013, and the 6-related unaudited consolidated statements of income and cash flows for the three month period) 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-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements referred to in this 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 audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 3129, 20052001, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Pricewaterhouse Coopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for 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 3respective 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 (orended on each such date, in certified by a Responsible Officer of the event Borrower, copies of which have heretofore been furnished to each Lender, present fairly the June 30consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments)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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such 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 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availableof the Borrower as at March 31, 2004, June 30, 2004 and September 30, 2004, and the 6-month period) 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and 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-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2003 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property, except as reflected in the foregoing financial statements.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 2003 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on December 31, 2003 included in the Borrower’s annual report on Form 10-K for the fiscal year ended December 31, 2003 as filed with the SEC, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at December 31, 2003 and the consolidated results of their operations and their consolidated cash flows for the fiscal year ended December 31, 2003. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2004, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such datedate included in the Borrower’s quarterly report on Form 10-Q as filed with the SEC for the period ended March 31, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP2004, 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 their 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 their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 Borrower’s independent certified public accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent annual and quarterly 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 or any of its Subsidiaries of any material part of their businesses or Properties, taken as a whole.

Financial Condition. The audited consolidated balance sheets of the U.S. Borrower and its consolidated Subsidiaries as at December 31March 1, 20052003, and the related consolidated statements of income operations and of cash flows for each of the Fiscal Year years in the three-year period ended on such dateMarch 1, 2003, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the U.S. Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the 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 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 flow for the 3-three 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective DateExcept for Permitted MDM Guarantee Obligations, the Borrower and its Subsidiaries do not have no Group Member 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-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from 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. The audited consolidated Consolidated balance sheets of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at December 31, 20052014, and the related consolidated statements of income and of cash flows of the Guarantor for the Fiscal Year fiscal year ended on such date, reported contained in its Annual Report on by and accompanied by an unqualified report from Deloitte & Touche LLPForm 20-F filed with the SEC on May 15, 2015, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated condensed Consolidated balance sheets sheet of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062015, and the related unaudited consolidated statements of income and cash flows of the Guarantor for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) 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 Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated 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) respective fiscal quarter then ended (subject to normal year-end audit adjustments)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 therein and except with respect subject to interim financials, normal year-end audit adjustmentsadjustments in the case of unaudited financial statements). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member 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, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent 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. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20051995, and the related consolidated statements statement of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 1995, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPrice Waterhouse, 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 each such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet 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 September 30, 2006, 1996 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (or, in the event the June three and nine months ended September 30, 2006 unaudited consolidated balance sheets are available1996, the 6-month period) ended on such datecopies 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 each such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three- and nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) periods then ended (subject to normal year-end audit adjustments)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 and except and, with respect to interim financialsthe September 30, normal 1996 financial statements, for the absence of footnotes and year-end audit adjustments). As Except as set forth on Schedule 5.1, 44 38 neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from September 30, 1996 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 September 30, 1996.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052005 and December 30, 2006, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such Fiscal Year. financial statements, including the related schedules, 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 sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31for the nine-month period ended September 29, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062007, and the related unaudited consolidated statements of income and cash flows for the 3nine-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 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustmentsadjustments 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 the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). c) As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are 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 September 29, 2007 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 audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 2000 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly 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 Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet 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, 2001 and the related unaudited consolidated statements of income and of cash flows for the 3three-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 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 7.1, neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 2000 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, 2000. (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. The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2005, 2004 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2004, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated such Subsidiaries as at such date, and the consolidated results of its operations income and its consolidated cash flows for Holdings and such Fiscal YearSubsidiaries for the period then ended. The unaudited consolidated consolidating balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2004 and the related unaudited consolidated consolidating statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, date present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated such Subsidiaries as at such date, and the consolidated results of its operations income for Holdings and its consolidated cash flows such Subsidiaries for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments 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 and except or, with respect to interim financialsunaudited financial statements, normal year-end audit adjustmentsa Responsible Officer and disclosed therein). As of the Amended and Restated Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (other than any earn out permitted under Section 7.2(f) and Guarantee Obligations permitted under Sections 7.2(c) and (m)). During the period from December 31, 2004 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 29, 2001, December 29, 2002 and December 31, 2005, 2003 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPArthur Andersen LLP with respect to the 2001 financial statements a▇▇ ▇▇▇m ▇▇▇▇▇▇▇terhouse Coopers LLP with respect to the 2002 and 2003 financial statements, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31October 2, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062004, and the related unaudited consolidated statements of income and cash flows for the 3nine-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 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 (subject to the absence of footnotes with respect to unaudited quarterly statements) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or < 30 > foreign currency swap or exchange transaction or other obligation in respect of derivatives, 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 made prior to the date of this Agreement, the "SEC Filings"). During the period from December 31, 2003 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. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052004, December 31, 2005 and December 31, 2006 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at of such 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 datedates, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in respective fiscal years then ended. The unaudited consolidated balance sheet of the event the Borrower as of June 30, 2006 2007, and the related unaudited consolidated balance sheets are availablestatements of operations, cash flows and changes in shareholders equity for the 6-month period) six months then ended, present fairly in all material respects the consolidated financial condition of the Borrower 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligationsguarantee obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphthe preceding sentence (it being understood that with respect to guarantee obligations, the underlying debt is so reflected). During the period from December 31, 2006 to and including the date hereof there has been no disposition by the Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The Companies have heretofore furnished to the Lender the audited consolidated balance sheets sheet of the Borrower Aceto and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements statement of income income, retained earnings and cash flow of cash flows Aceto and its Subsidiaries, audited by BDO ▇▇▇▇▇▇▇ LLP, independent certified public accountants, for the Fiscal Year fiscal year ended June 30, 2009. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on such datea consistent basis, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, fairly 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 of Aceto and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets Subsidiaries as of the Borrower date of such financial statements and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior for the periods to the Amended which they relate and Restated Effective Date, since June 30, 20062009, no Material Adverse Effect has occurred. The Companies shall deliver to the Lender, a certificate of the Chief Financial Officer to that effect on the Closing Date. Other than obligations and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, liabilities arising in the event the ordinary course of business since June 30, 2006 unaudited consolidated balance sheets 2009, there are availableno material obligations or liabilities contingent or otherwise, the 6-month period) ended of Aceto or any of its Subsidiaries which are not reflected or disclosed on such date, present fairly audited statements other than obligations of Aceto and any of its Subsidiaries incurred in all material respects the consolidated financial condition ordinary course of business (which shall be deemed to exclude acquisitions by Aceto or any Subsidiary of Aceto of the Borrower business or assets (including, without limitation stock) of any Person). (b) Each of Aceto and its Domestic Subsidiaries on a consolidated Subsidiaries as at such datebasis, and the consolidated results of its operations and its consolidated 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) 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 except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower Aceto and its Subsidiaries do not have any material Guarantee Obligationson a consolidated basis, contingent liabilities and liabilities for taxesAceto, or any long-term leases or unusual forward or long-term commitmentsindividually, includingis Solvent and immediately after giving effect to each Loan and each other extension of credit contemplated by this Agreement and the execution of each Loan Document, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphwill be Solvent.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20051997, December 31, 1998 and December 31, 1999, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such 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 3respective 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 (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate hereof, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 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) [Intentionally omitted]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2003, December 31, 2004 and December 31, 2005, and the related consolidated statements of income operations and of cash flows for the Fiscal Year year ended on such dateDecember 31, 2003, the year ended December 31, 2004, and the year ended December 31, 2005, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such daterespects, 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 3respective fiscal periods then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2006, and the related unaudited consolidated statements of operations and cash flows for the nine-month period (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated 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) period then ended (subject to normal year-end audit adjustmentsadjustments and absence of footnote disclosure). 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property, except in connection with the integration of META Group, Inc.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052002, and the related consolidated statements audited statement of income and of cash flows for the Fiscal Year ended on such dateDecember 31, 2002, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have 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 its operations and its consolidated cash flows for such the Fiscal YearYear then ended. The unaudited consolidated balance sheets sheet 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, 20062003, and the related unaudited consolidated statements statement of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, copies of which have 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 its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustments). All such financial statementsFinancial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP specifically relating to financial statements for a division of a large corporation applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, none of Holdings, the Borrower and its or any of their respective Subsidiaries do not have has any material Guarantee ObligationsObligations (other than guarantees by the Subsidiary Guarantors under the Senior Subordinated Notes Indenture), contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in such March 31, 2003 financial statements. 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 any of Holdings, the Borrower or any of their respective Subsidiaries of any material part of its business or property.

Financial Condition. (a) [reserved] (b) The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31June 30, 20052004, June 30, 2005 and June 30, 2006, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such 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 Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Holdings and its consolidated Subsidiaries as at July 31, 2006 and August 31, 2006, and the 6related unaudited consolidated statements of income and cash flows for the one-month period) and two-month periods ended on such dates, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the one-month and two-month periods then ended (subject to normal year-end audit adjustmentsand quarter end adjustments and the absence of footnotes). All such audited 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, 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 audited financial statements referred to in this paragraph. During the period from June 30, 2006 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 Projected Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof and are based upon good faith estimates and assumptions believed by management of Holdings to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 20052017 and June 30, 2018 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPMarch 31, 2019 present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Holdings and its consolidated Subsidiaries as at March May 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062019, and the related unaudited consolidated statements of income and cash flows for the 3-five (5) 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 Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-trailing twelve (12) month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from June 30, 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 audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Holdings as at of December 31, 20052001, December 31, 2002 and December 31, 2003 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at of such 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 datedates, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings as of June 30, 2006 2004, and the related unaudited consolidated balance sheets are availablestatements of operations, cash flows and changes in shareholders equity for the 6-month period) 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this 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. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052001, December 31, 2002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such 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 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2004, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments)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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate hereof, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2003 to and including the date hereof there has been no Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its Subsidiaries and the audited consolidated Subsidiaries balance sheet of each Principal Subsidiary as at December 31, 2003, December 31, 2004 and December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPLLP and BDO Visura (or an affiliate thereof), as applicable, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries or of such Principal Subsidiary, as applicable, as at such date, and the consolidated results of its such Persons’ or Person’s operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its Subsidiaries and the unaudited consolidated Subsidiaries balance sheet of each Principal Subsidiary 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 3three-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 or of such Principal Subsidiary, as applicable, as at such date, and the consolidated results of its such Persons’ or Person’s operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnote disclosure). 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material (a)(i) Guarantee Obligations, (ii) contingent liabilities and or (iii) liabilities for taxes, taxes or any (b) long-term leases leases, or unusual forward or long-term commitments, including, without limitation, commitments (including any interest rate or foreign currency swap or exchange transaction transaction, or other obligation derivatives-related obligations) except those that (x) are incurred in respect the ordinary course of derivativesbusiness, that (y) would not reasonably be expected to result in a Material Adverse Effect or (z) are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof, there has been no Disposition other than in the ordinary course of business by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower HCC and its consolidated Subsidiaries as at December 31, 20051998 and December 31, 1997 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers LLP copies of which have heretofore been furnished to each Lender, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower HCC and its consolidated Subsidiaries as at such dates, 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, 1999, 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 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 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 3-three month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). . (b) 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As Other than the Other Equipment Leases and the Guarantor Obligations permitted under Section 11.4 below, neither HCC nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsGuarantor Obligation, reasonably foreseeable contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as disclosed on Schedule 9.1(b) hereto, during the period from March 31, 1999 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 March 31, 1999.

Financial Condition. The audited consolidated balance sheets of the Borrower and each Loan Party (or its consolidated Subsidiaries predecessors, as applicable) as at December 31, 20052008 (except in the case of Knight Clearing Services LLC), December 31, 2009 and December 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present fairly in all material respects the consolidated financial condition of each Loan Party as at such date, and the Borrower consolidated results of its operations and its consolidated Subsidiaries cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of each Loan Party as at March 31, 2011, and the related unaudited consolidated statements of income and cash flows for the fiscal quarter ended on such date, present fairly the consolidated financial condition of each Loan Party as at such 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower Guarantor and its Subsidiaries do not Subsidiaries, taken as a whole, have any no 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or referred in the notes thereto to the extent required to be so reflected or incurred since March 31, 2011. Except as may have been disclosed in a Loan Party’s filings with the SEC prior to the date hereof, during the period from March 31, 2011 to and including the Closing Date, no Group Member has completed the acquisition or disposition of a significant amount of assets, otherwise than in the ordinary course of business.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries dated as at of December 31, 2005, 2010 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, fairly present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the their 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved (except as approved by the aforementioned firm of accountants and disclosed therein therein). (b) The unaudited consolidated balance sheet of Parent and except with respect its consolidated Subsidiaries dated as of March 31, 2011, and the related consolidated statements of operations and cash flows for the fiscal quarter ended on that date fairly present in all material respects the financial condition of Parent and its consolidated Subsidiaries as of the date thereof and their consolidated results of operations and consolidated cash flows for the period covered thereby, subject to interim financials, the absence of footnotes and to normal year-end audit adjustments). As of Such financial statements, including the Amended related schedules and Restated Effective Datenotes thereto, have been prepared in accordance with GAAP applied consistently throughout the Borrower and its Subsidiaries do not have period involved as set forth therein. (c) Except as set forth on Schedule 4.1, no Group Member has any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphSection. 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 from that reflected in the balance sheet of Parent dated as of December 31, 2010.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052002, December 31, 2003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition of the Borrower (including both predecessor and successor companies) and its consolidated Subsidiaries as at such 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 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2005, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly (or, on the basis disclosed in the event footnotes to such financial statements) in all material respects the June 30consolidated financial condition of the Borrower and its Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6nine-month period) 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, excluding foreign currency ▇▇▇▇▇▇, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2004 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The Holding has heretofore delivered to Lenders the following materials: (i) audited consolidated balance sheet of Holding and its Subsidiaries as at November 4, 1995 and the related audited consolidated statements of income, shareholders' equity and cash flow of Holding and its Subsidiaries for the fiscal 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 the Borrower Holding and its consolidated Subsidiaries as at December 31the last day of the Fiscal Quarter ending July 27, 2005, 1996 and the related consolidated statements of income income, shareholder's equity and cash flow of cash flows Holding and its Subsidiaries for the Fiscal Year year-to-date period ended on such date. Such statements, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPexcept as otherwise stated in such statements, fairly present fairly in all material respects the consolidated financial condition position of the Borrower Holding and its consolidated Subsidiaries as at such date, dates and the consolidated results of its operations and its consolidated the cash flows for such Fiscal Year. The unaudited consolidated balance sheets flow of the Borrower Holding 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 (orperiods then ended, subject, in the event the June 30case of any unaudited interim financial statements, 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to changes resulting from 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 Neither Holding nor any of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have has any material Guarantee Obligations(a) Contingent Obligation, (b) contingent liabilities and liabilities liability or liability for taxes, or any (c) long-term leases lease or (d) unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, commitment that are 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. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 2002 and the related audited consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, 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 its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet 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 September 30, 2006, 2003 and the related unaudited consolidated statements of income and of cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, 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 its their operations and its their consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and footnote disclosure). 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052013, December 31, 2014 and December 31, 2015, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for 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 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2016, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) 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 except with respect to interim financialsexcept, in the case of the unaudited consolidated financial statements for the period ended March 31, 2016, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements and the notes thereto referred to in this paragraph. During the period from December 31, 2015 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. The audited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at December 31, 20052007, December 31, 2008 and December 31, 2009, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062010, and the related unaudited consolidated statements of income and cash flows for the 3Guarantor and its Subsidiaries for the nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datedate and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended September 30, 2010, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for the 3nine- or three-month month, as the case may be, period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower Guarantor and its Subsidiaries do not Subsidiaries, taken as a whole, have any no 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, referred in the notes thereto or described under the heading “Legal Proceedings” of the Guarantor’s Form 10-Q, filed November 9, 2010 (for the period ended September 30, 2010) or listed on Schedule 3.1 hereto.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at of December 31, 20052008, December 31, 2009 and December 31, 2010 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report reports from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects and the unaudited consolidated financial condition balance sheets of the Parent Borrower and its consolidated Subsidiaries as of March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the period ended on such date, present fairly, in all material respects, the consolidated financial condition as at such 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 3-month period (orrespective fiscal years or periods then ended, in of the event the June 30, 2006 unaudited Parent Borrower and its consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by a Responsible Officer of the aforementioned firm of accountants Parent Borrower, and disclosed therein in any such schedules and except with respect notes, and subject to interim financials, normal year-end audit adjustmentsthe omission of footnotes from such unaudited financial statements). As of During the Amended period from December 31, 2010 to and Restated Effective including the Closing Date, except as permitted by the Predecessor Credit Agreement, there has been no sale, transfer or other disposition by the Parent Borrower and its consolidated Subsidiaries do not have of any material Guarantee Obligationspart of the business or property of the Parent Borrower and its consolidated Subsidiaries, contingent liabilities taken as a whole, and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction no purchase or other obligation acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in respect relation to the consolidated financial condition of derivativesthe Parent Borrower and its consolidated Subsidiaries, that are taken as a whole, in each case, which is not reflected in the most recent foregoing financial statements referred or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The audited consolidated balance sheets of Puerto Ricancars as of December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of income and retained earnings and cash flows for the fiscal years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, present fairly, in this paragraphall material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years or periods then ended, of Puerto Ricancars. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of the Parent Borrower, and disclosed in any such schedules and notes). During the period from December 31, 2010, to and including the Closing Date, except as permitted by the Predecessor Credit Agreement, there has been no sale, transfer or other disposition by Puerto Ricancars of any material part of the business or property of Puerto Ricancars and no purchase or other acquisition Puerto Ricancars of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of Puerto Ricancars which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31August 30, 20052014, August 29, 2015 and September 3, 2016, and the related consolidated statements of income income, comprehensive income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates (collectively, the “Historical Financials”), reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31December 3, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062016, and the related unaudited consolidated statements of income income, comprehensive income, shareholders’ equity 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 datedate (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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end 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 therein) and except with respect the omission in unaudited consolidated financial statements of the information and footnotes not required under GAAP to be included in interim financials, normal year-end audit adjustments)unaudited financial information. As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have except as set forth on Schedule 4.1, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term long‑term leases or unusual forward or long-term long‑term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.. During the period from September 3, 2016 to and including the date hereofClosing Date there has been no Disposition by any Group Member of any material part of its business or property. 

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Group and its consolidated Subsidiaries as at December 31June 30, 2005, 1998 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young 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 Borrower Group and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower Group 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, 1999 and the related unaudited consolidated statements of income and of cash flows for the 39-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower Group and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 39-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither Group nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from June 30, 1998 to and including the date hereof there has been no sale, transfer or other disposition by Group 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 Group and its consolidated Subsidiaries at ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇) The pro forma consolidated balance sheet of Group 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 Group and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of any Indebtedness to be made with the proceeds of Loans hereunder, (ii) the making of the Term Loans, (iii) the making of the Revolving Credit Loans to be made on the Closing Date, (iv) the Zipp Acquisition, (v) the application of the proceeds of the foregoing in this paragraphaccordance with the terms of the Loan Documents and (vi) 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 any notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of Group 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 Group 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 Group, and in accordance with GAAP. No Borrower has any 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. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 3129, 2005, 1996 and the related consolidated statements of income and of retained earnings and cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPTouche, present fairly 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 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 June 29, 1997 and the related unaudited consolidated statements of, financial condition, income and retained earnings and cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their 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 their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 5.1, neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation not permitted under subsection 8.2, material contingent liabilities and liabilities liability or liability for taxes, or any material long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from December 29, 1996 to and including the date hereof, other than pursuant to the 1997 Restructuring Program, 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 29, 1996.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. (a) 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 September 30, 2006, 1999 and the related unaudited consolidated statements of income and cash flows for the 3-nine month period (or, in the event the June ended September 30, 2006 unaudited consolidated balance sheets are available1999, certified by Responsible Officers of the 6-month period) ended on such dateBorrower copies of which have heretofore been furnished to each Lender, present fairly in all material respects and in accordance with GAAP (in all material respects) the consolidated financial condition position, results of operations and cash flows of the Borrower on a consolidated basis as of such dates and its consolidated Subsidiaries as at for such date, and the consolidated results of its operations and its consolidated 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) then ended periods (subject to normal year-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 such Responsible Officer and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective DateThe Borrower did not have, the Borrower and its Subsidiaries do not have at September 30, 1999 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-term commitmentscommitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated pro forma balance sheets of Holdings and the Borrower and its consolidated Subsidiaries, as of November 30, 1999, certified by Responsible Officers of Holdings and the Borrower (the "Pro Forma Balance Sheet"), copies of which have been furnished to each Lender, are the unaudited balance sheets of Holdings and the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the Acquisition, the other Transactions and each of the other transactions contemplated hereby and by the Asset Purchase Agreement 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 Effective Date and all Indebtedness that Holdings and the Borrower and its consolidated Subsidiaries expect to incur, and the payment of all amounts Holdings and the Borrower and its consolidated Subsidiaries expect to pay, in connection with the Acquisition. 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 Holdings and the Borrower as of the date of delivery thereof and reflects in all material respects on a pro forma basis the financial statements referred to position of the Holdings and the Borrower and its consolidated Subsidiaries as of November 30, 1999, as adjusted, as described above, assuming that the events specified in this paragraphthe preceding sentence had actually occurred as of November 30, 1999.

Financial Condition. The audited consolidated balance sheets sheet of the U.S. Borrower and its consolidated Consolidated Subsidiaries as at December 31, 2005, 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the U.S. Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of PricewaterhouseCoopers 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, 2000 and their related consolidated statements of income income, stockholders' equity and cash flow of cash flows the U.S. Borrower and its Consolidated Subsidiaries for the Fiscal Year three month period ended on such datedate heretofore furnished to the U.S. Agent, reported on by are complete and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly correct in all material respects and fairly present the consolidated financial condition of the U.S. Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates 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, fiscal year and the related unaudited consolidated statements of income and cash flows for the 3-three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (orsubject, 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 case of the Borrower and its consolidated Subsidiaries as at such dateinterim financial statements, and the consolidated results of its operations and its consolidated 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) 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 except with respect to interim financials, normal year-end audit adjustments). As None of the Amended and Restated Effective Date, Obligors has on the Borrower and its Subsidiaries do not have Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since December 31, without limitation1999, 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 taken 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, that 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. (i) The audited consolidated balance sheets of ------------------- the Borrower and its consolidated Subsidiaries as at December of January 31, 20051994, January 31, 1995 and January 31, 1996 and the related audited consolidated statements of income and of cash flows for the Fiscal Year Borrower and its Subsidiaries for the years ended on such dateJanuary 31, reported on 1994, January 31, 1995 and January 31, 1996 have heretofore been furnished to the Agent. Such audited consolidated financial statements (including the notes (A) have been audited by and accompanied by an unqualified report from Deloitte & Touche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, (B) have been prepared in accordance with GAAP (except for the effects of not consolidating the Unconsolidated Subsidiaries), consistently applied throughout the periods covered thereby and (C) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods. (ii) The unaudited consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as of January 31, 1994, January 31, 1995 and January 31, 1996 and the unaudited consolidating statements of income and of cash flows for the Borrower and its Consolidated Subsidiaries for the years ended January 31, 1994, January 31, 1995 and January 31, 1996 have heretofore been furnished to the Agent. (A) The audited consolidated balance sheets of DKM Properties Corp. and its Subsidiaries (including without limitation DKM Residential Properties Corp. and its Subsidiaries) as of January 31, 1994, January 31, 1995 and January 31, 1996 and the audited consolidated statements of income and of cash flows for DKM Properties Corp. and its Subsidiaries (including without limitation DKM Residential Properties Corp. and its Subsidiaries) for the years ended January 31, 1994, January 31, 1995 and January 31, 1996 have heretofore been furnished to the Agent. Such audited consolidated financial statements (including the notes thereto) (1) have been audited by (x) in the case of the financial statements for fiscal year 1994, KPMG Peat Marwick and (y) in the case of the financial statements for fiscal years 1995 and ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, (2) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby and (3) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of DKM Properties Corp. and its Subsidiaries (including without limitation DKM Residential Properties Corp. and its Subsidiaries) as of such dates and for such periods. (B) The audited consolidated balance sheet of ▇▇▇▇▇▇▇▇▇ Broadcasting, Inc. and its Subsidiaries as of December 31, 1995 and the audited consolidated statements of income and of cash flows for ▇▇▇▇▇▇▇▇▇ Broadcasting, Inc. and its Subsidiaries for the period ended December 31, 1995 have heretofore been furnished to the Agent. Such audited consolidated financial statements (including the notes thereto) (1) have been audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, (2) have been prepared in accordance with GAAP, consistently applied throughout the period covered thereby and (3) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of ▇▇▇▇▇▇▇▇▇ Broadcasting, Inc. and its Subsidiaries as of such date and for such period. (iv) During the period from January 31, 1996 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 the business or property of the Borrower and its Consolidated Subsidiaries, taken as a whole, except for sales of inventory and other assets in the ordinary course of business, and, except for the purchase by Needle Acquisition Corp. of substantially all of the assets of Bucilla Corporation, no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries Consolidated Subsidiaries, taken as at such datea whole, except for purchases of raw materials, inventory and other assets in the consolidated results ordinary course of its operations business, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of has not otherwise been disclosed in writing to the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available Lenders on or prior to the Amended and Restated Effective Closing 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The (i) audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows of the Borrower and its consolidated Subsidiaries for the Fiscal Year fiscal year ended on such dateMarch 31, 20182024, reported on by and accompanied by an unqualified report from 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 30, 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 Borrower and its consolidated Subsidiaries Subsidiaries, as at of such date, dates and the their consolidated results of its operations and its consolidated cash flows for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes) (such Fiscal Yearfinancial 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 involved (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 year ended December 31, 2017, reported on by Deloitte & Touche LLP, and for the fiscal year ended December 31, 2018, reported on by Deloitte & Touche LLP, and (ii) the unaudited consolidated balance sheets sheet of the Borrower Target and its consolidated Subsidiaries as at March of May 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2019 and the related unaudited consolidated statements statement of income income, stockholders’ equity and cash flows as of and for the 3five-month period (orended May 31, 2019, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such dateeach case, present fairly in all material respects the consolidated financial condition of the Borrower Target and its consolidated Subsidiaries Subsidiaries, as at of such date, dates and the their consolidated results of its operations and its consolidated 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) then ended periods to which they relate (subject to normal year-end audit adjustmentsadjustments 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). . (c) As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphSection 5.1 other than as contemplated by the Loan Documents.

Financial Condition. The audited consolidated balance sheets of the Borrower and each Loan Party (or its consolidated Subsidiaries predecessors, as applicable) as at December 31, 20052009, December 31, 2010 and December 31, 2011, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present fairly in all material respects the consolidated financial condition of each Loan Party as at such date, and the Borrower consolidated results of its operations and its consolidated Subsidiaries cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of each Loan Party as at March 31, 2012, and the related unaudited consolidated statements of income and cash flows for the fiscal quarter ended on such date, present fairly the consolidated financial condition of each Loan Party as at such 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower Guarantor and its Subsidiaries do not Subsidiaries, taken as a whole, have any no 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or referred in the notes thereto to the extent required to be so reflected or incurred since March 31, 2012. Except as may have been disclosed in a Loan Party’s filings with the SEC prior to the date hereof, during the period from March 31, 2012 to and including the Closing Date, no Group Member has completed the acquisition or disposition of a significant amount of assets, otherwise than in the ordinary course of business.

Financial Condition. (a) [Reserved] (b) The audited consolidated balance sheets of the Borrower and its consolidated the Restricted Subsidiaries as at December 31, 20052020, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows of the Borrower and the Restricted Subsidiaries for such the Fiscal YearYear then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated the Restricted Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062021, and the related unaudited consolidated statements of income and cash flows for the 339-month week 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 the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows of the Borrower and the Restricted Subsidiaries for the 339-month week period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, neither the Borrower and its Subsidiaries do not have nor any Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that should be and are not reflected under GAAP in the most recent financial statements referred to in this paragraph. During the period from December 31, 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. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052002, and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2002, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, 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 its their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet 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, 2003 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (or, in the event the six months ended June 30, 2006 unaudited consolidated balance sheets are available2003, the 6-month period) ended on such datecopies 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 its their operations and its their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)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 and except and, with respect to interim financialsthe June 30, normal 2003 SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT financial statements, for the absence of footnotes and year-end audit adjustments). As of the Amended and Restated Effective DateExcept as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower and nor any of its consolidated Subsidiaries do not have had, at June 30, 2003, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from June 30, 2003 to and including the Restatement Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its Restricted 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 June 30, 2003.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31August 30, 20052014, August 29, 2015 and September 3, 2016, and the related consolidated statements of income income, comprehensive income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates (collectively, the “Historical Financials”), reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31December 3, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062016, and the related unaudited consolidated statements of income income, comprehensive income, shareholders’ equity 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 datedate (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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 therein) and except with respect the omission in unaudited consolidated financial statements of the information and footnotes not required under GAAP to be included in interim financials, normal year-end audit adjustments)unaudited financial information. As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have except as set forth on Schedule 4.1, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 3, 2016 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. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31September 30, 20051998, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Arthur Andersen LLP, ▇▇▇▇▇▇ o▇ ▇▇▇▇▇ have heretofore been furnished to each Lender, are complete and correct and 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 their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet 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, 20061999, and the related unaudited consolidated statements of income and of 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, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated 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) 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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except for those items set forth on Schedule 3.1, neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities liability or material liability for taxes, or any material long-term leases lease or material unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from June 30, 1999 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 June 30, 1999.

Financial Condition. (a) Other than as specifically disclosed in Schedule 6.03, there has been no change or event that would reasonably be expected to result in a Material Adverse Effect. The Borrower has no current intention to file for bankruptcy and the Borrower, acting reasonably, and after due analysis and deliberation, is reasonably confident that it and each Guarantor can continue as a going concern. (b) The Borrower has furnished to the Lender copies of (i) the audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at for the fiscal year ending December 31, 20052006, and the related audited consolidated statements of income and of operations, cash flows and shareholders’ equity for the Fiscal Year ended fiscal year ending on such datedates, reported on by and accompanied by an unqualified report from Deloitte with the opinion thereon of DeLoitte & Touche LLP, present fairly in all material respects and (ii) the unaudited consolidated financial condition balance sheet of the Borrower and its consolidated Subsidiaries as at such date, and for 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 fiscal quarter ending March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062007, and the related unaudited consolidated statements of income and operations, 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 and shareholders’ equity of the Borrower and its consolidated Subsidiaries as at for the period of the fiscal quarter ending on such date. Such financial statements (including in each case related schedules and notes) present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the consolidated results financial position of its operations the Parent and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flows flow for the 3-month period such periods (orsubject, in the event the June 30as to interim statements, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to changes resulting from normal year-end audit adjustments). All such The Borrower has no reason to believe that the audited financial statementsstatements included in the Borrower’s annual report on Form 10-K for the year ending December 31, 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 except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes2006, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected the unaudited financial statements included in the most recent financial statements referred to in this paragraphBorrower’s quarterly report on Form 10-Q for the quarter ending March 31, 2007, cannot or should not be relied upon or that material changes, restatements or adjustments will be required thereto.

Financial Condition. The restated audited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at December 31, 20052000 and December 31, 2001, and the related consolidated and consolidating statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower 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 such the respective Fiscal YearYears then ended. The unaudited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated and consolidating statements of income and cash flows for the 36-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 and consolidating financial condition of the Borrower 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 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower Valvino and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or that have not otherwise been disclosed to the Administrative Agent in writing. During the period from January 1, 2002 to and including the 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 audited unaudited pro forma consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31June 30, 2006 (the “Balance Sheet”), copies of which have been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans outstanding after giving effect to the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the Closing Date Transactions, and (iii) the payment of estimated fees and expenses in connection with the foregoing. (b) The audited consolidated balance sheets of Borrower and its consolidated Subsidiaries as at Fiscal Year end 2005, 2004 and 2003, and the related consolidated statements of income and of cash flows for the such Fiscal Year ended on such dateYears, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated balance sheets sheet 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, 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto (collectively, the “Historical 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 and except with respect to interim financials, normal year-end audit adjustments)involved. As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. (c) On and as of the Closing Date, the projections of Borrower and its Subsidiaries for the period Fiscal Year 2006 through and including Fiscal Year 2013 (the “Closing Date Projections”) are based on good faith estimates and assumptions made by the management of Borrower; provided that, the Closing Date Projections are not to be viewed as facts and that actual results during the period or periods covered by the Closing Date Projections may differ from such Closing Date Projections and that the differences may be material; provided further that, as of the Closing Date, management of Borrower believed that the Closing Date Projections were reasonable and attainable.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 3128, 20052024, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte ▇▇▇▇▇ & Touche LLP▇▇▇▇▇, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such 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 3-month period (or, in the event the June 30, 2006 fiscal year then ended. The unaudited consolidated balance sheets are availablesheet of the Parent Borrower and its Subsidiaries as at the last day of each fiscal quarter thereafter ended at least 40 days prior to the Fifth Restatement Effective Date and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the 6consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period) periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). . (b) As of the Amended and Restated Fifth Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from December 28, 2024 to and including the Fifth 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. The audited Borrower has heretofore furnished to each of the Lenders the following financial statements: CREDIT AGREEMENT (i) consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated statements of income income, retained earnings and of cash flows of the Borrower and its Subsidiaries for the Fiscal Year fiscal year ended on said date, with the opinion thereon of Ernst & Young LLP, (ii) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, 1997 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the three-month period ended on such date, (iii) pro forma consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, reported on by 1997, adjusted to give effect to the consummation of the Acquisition and accompanied by an unqualified report from Deloitte & Touche LLPthe financings contemplated in connection therewith as if such transactions had occurred as of such dates, present fairly and (iv) projections of consolidated statements of income and cash flows of the Borrower and its Subsidiaries through 2000, all after giving effect to the Acquisition. The financial statements described in clauses (i) and (ii) above are complete and correct in all material respects and fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries or ▇▇▇▇▇▇▇▇▇ Group and its Subsidiaries, as at such datethe case may be, and the consolidated results of its their respective operations for the fiscal year and its consolidated cash flows for three-month period ended on said dates (subject, in the case of such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries financial statements 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject 1997 to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP generally accepted accounting principles and practices applied consistently throughout on a consistent basis. The pro forma balance sheet referred to in clause (iii) above reflects the periods involved proper application (except as approved by based on reasonable estimates) of pro forma adjustments after giving effect to the aforementioned firm Acquisition. The projections referred to in clause (iv) above are based on reasonable estimates. None of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have has on the Effective Date (after giving effect to the Visual Action Acquisition and the other transactions contemplated to occur on such date) any material Guarantee Obligationscontingent liabilities, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other obligation provided for in said balance sheets as at said dates and except for liabilities with respect of derivatives, that are not reflected to the Visual Action Acquisition as set forth in the most recent Visual Action Acquisition Documents. Except for the Visual Action Acquisition to be consummated on the Effective Date, since December 31, 1996, there has been no material adverse change in the consolidated CREDIT AGREEMENT financial condition, operations, business, assets, liabilities or prospects taken as a whole of the Borrower and its Subsidiaries from that set forth in (x) the financial statements referred to in this paragraphclause (i) above as at said date and (y) from and after the delivery thereof, the financial statements referred to in Section 9.01(d) as at said date.

Financial Condition. The DGD has delivered to ▇▇▇▇▇▇ true, correct, complete and accurate copies of the following: the audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries DGD as at December of July 31, 20051994 and July 31, 1995; audited statements of income, statements of shareholders' equity, and the related consolidated statements of income and of cash flows of DGD for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition each of the Borrower and its consolidated Subsidiaries as at such dateyears within the three year period ended July 31, and 1995; the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets sheet of DGD as of October 31, 1995, January 31, 1996 and April 30, 1996; and the Borrower unaudited consolidated statement of income, consolidated statement of shareholders' equity, and its consolidated statement of cash flows of DGD for the quarters ended October 31, 1995, January 31, 1996 and April 30, 1996. Except as qualified by an 8-K dated August 23, 1996 filed with the SEC (the "8-K"), each such balance sheet presents fairly the financial condition, assets, liabilities, and shareholders' equity of DGD and the DGD Subsidiaries as at March 31of its date; each such statement of income, 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 shareholders' equity and cash flows presents fairly the results of operations of DGD and the DGD Subsidiaries for the 3-month period (orperiods indicated, 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 except with respect to interim financials, normal year-end audit adjustments)GAAP. As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent The financial statements referred to in this paragraphSection 6.01(c) are in agreement with the detailed books and records of DGD and the DGD Subsidiaries. Since April 30, 1996, except as may be expressly disclosed in the April 30, 1996 unaudited financial statements, the 8-K or in the Schedules hereto: (i) There has at no time been a Material Adverse Effect. (ii) Neither DGD nor any DGD Subsidiary has authorized, declared, paid, or effected any dividend (other than dividends in kind on the DGD Preferred) or liquidation or other distribution, stock appreciation rights, phantom stock options, stock split, recapitalization, reclassification or reorganization in respect of its capital stock or any direct or indirect redemption or purchase (other than those redemptions or purchases set forth on Schedule 6.01(c)(ii)), retirement or other acquisition of any stock of DGD or any DGD Subsidiary. (iii) The operations and businesses of DGD and each DGD Subsidiary have been conducted in all material respects only in the ordinary course, consistent with past practices. (iv) Neither DGD nor any DGD Subsidiary has suffered an extraordinary or unusual loss (whether or not covered by insurance) or waived any right of substantial value, any of which, individually or in the aggregate, is material to DGD and the DGD Subsidiaries, taken as a whole.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31January 3, 20052015, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche LLPYoung, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such 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 3-month period (or, in the event the June 30, 2006 fiscal year then ended. The unaudited consolidated balance sheets are availablesheet 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 unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the 6consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period) periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). . (c) As of the Amended and Restated Second Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member (other than any Purchased Subsidiary) has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from 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. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31August 28, 20052010, August 27, 2011 and September 1, 2012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates (collectively, the “Historical Financials”), reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 312, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062013, and the related unaudited consolidated statements of income and cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datedate (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 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 therein) and except with respect the omission in unaudited consolidated financial statements of the information and footnotes not required under GAAP to be included in interim financials, normal year-end audit adjustments)unaudited financial information. As of the Amended and Restated Effective Closing Date, except as set forth on Schedule 4.1 and except for the Borrower “Assumed Liabilities” and its Subsidiaries do not have “Remaining Canadian Obligations” under (and as defined in) the Acquisition Agreement, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 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. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20051999, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such 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 3fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2000, and the related unaudited consolidated statements of income and cash flows for the six-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6-month period) six -month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 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. The audited consolidated balance sheets sheet of the Borrower SMI and its consolidated Subsidiaries as at December 31, 2005, 2005 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 Borrower SMI and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower SMI 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, 2006 and the related unaudited consolidated statements of income and of cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower SMI and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither SMI nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from June 30, 2006 to and including the Closing Date there has been no sale, transfer or other disposition by SMI 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 SMI and its consolidated Subsidiaries at June 30, 2006.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 3130, 20052000, December 29, 2001 and December 29, 2002 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPArthur Andersen LLP with respect to the 2000 and 2001 financial st▇▇▇▇▇▇ts ▇▇▇ ▇▇▇m Pricewaterhouse Coopers LLP with respect to the 2002 financial statements, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31September 27, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062003, and the related unaudited consolidated statements of income and cash flows for the 3nine-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 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, 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 (subject to the absence of footnotes with respect to unaudited quarterly statements) applied consistently throughout the periods involved (except as approved by the aforementioned firm firms of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, 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, 2002 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.