Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at July 3, 2004 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made hereunder, if any, on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position condition of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsJuly 3, 2004, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower as at December 29, including reports thereon 2001, December 28, 2002 and January 3, 2004, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche KPMG LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at July 3, 2004, and the related unaudited consolidated statements of income and cash flows for the twenty-six week period ended on such date, present fairly the consolidated financial condition of Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twenty-six week period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and subject, in the case of the financial statements as of and for the period ended July 3, 2004, to normal year end audit adjustments and the absence of notes). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31January 3, 2006 2004, to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Borrower of any material part of its business or propertyProperty.

Financial Condition. (a) The Initial ProjectionsEach of the financial statements delivered pursuant to Section 6.1(r) and Section 7.1 (other than the Annual Budgets, copies the Operating Forecasts and the financial statements delivered pursuant to Sections 6.1(r)(v) and (vi)) present fairly in all material respects the financial condition of which the Persons covered by such financial statements as at such date, and have heretofore been furnished prepared in accordance with GAAP or GAAP adjusted on an Economic Basis plus or minus any Allowed Reserve, as applicable, in each case applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein and, with regard to the Lendernon-annual financial statements, subject to normal year-end adjustments and the absence of footnotes). (b) The Annual Budgets and the Operating Forecasts have been prepared in good faith under the direction of a Responsible Person of the General Partner. The Annual Budgets and the Operating Forecasts were based upon good faith estimates and assumptions believed by the Loan Parties 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. (c) Except as set forth on Schedule 5.1(c) hereto, neither the MLP nor any of its consolidated Subsidiaries has, at the date of the most recent balance sheet referred to in Section 5.1(a), any material Guarantee Obligation, contingent liability or liability for taxes, or any material long-term lease or unusual forward or long-term commitment, including any material interest rate or foreign currency swap or exchange transaction or other financial derivative which is not reflected in the foregoing statements or in the notes thereto. (d) The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation Extensions of the Transaction, (ii) the Term Loan Credit to be made on the Closing Restatement Effective Date and the use of proceeds thereof thereof, (ii) the consummation of the Kildair Acquisition and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections Pro Forma Financial Statements have been prepared based on the best information available to Holdings the U.S. Borrower as of the date of delivery thereof, and presents present fairly on a pro forma basis the estimated financial position of Holdings the U.S. Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsSeptember 30, 2014, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates date (e) The Projections have been prepared based upon good faith estimates and assuming assumptions believed by management of the accuracy of projections provided U.S. Borrower to be reasonable at the time made, it being recognized by InfuSystem the Lenders that such financial information as it relates to Holdingsfuture 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. (bf) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 2013 to and including the Closing Date Restatement Effective Date, there has been no Disposition sale, transfer or other disposition by Holdings any Loan Party or any of its their respective consolidated Subsidiaries of any material part of its their respective business or propertyproperty and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of such Loan Party and its consolidated Subsidiaries at December 31, 2013, other than those sales, transfers, dispositions and acquisitions listed on Schedule 5.1(f).

Financial Condition. (a) The Initial Projections, copies of which have Borrower has heretofore been furnished or made available to the LenderLenders (1) the audited consolidated balance sheet and statements of income, have been stockholders equity and cash flows of the Borrower as of and for the fiscal years ended May 31, 2008, May 31, 2009 and May 31, 2010, certified by its chief financial officer, (2) the consolidated balance sheet and statements of income, stockholders equity and cash flows of the Borrower as of and for the fiscal quarters ended November 30, 2009, and February 28, 2010, (3) the pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at May 31, 2010 previously delivered to the Administrative Agent (the “Pro Forma Balance Sheet”) and a pro forma statement of operations for the twelve-month period ending on May 31, 2010 previously delivered to the Administrative Agent (the “Pro Forma Statement of Operations”), in each case prepared after giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date Initial Share Repurchase and the use Transactions. Such financial statements described in clauses (1) - (2) of proceeds thereof the preceding sentence present fairly, in all material respects, the financial position and (iii) results of operations and cash flows of the payment Borrower and its consolidated Subsidiaries, in each case, as of fees such dates and expenses for such periods in connection accordance with the foregoingGAAP, subject to year-end audit adjustments. The Initial Projections have been prepared based on Pro Forma Balance Sheet and Pro Forma Statement of Operations present fairly, in all material respects, the best information available to Holdings as financial position and results of operations of the date of delivery thereofBorrower and its consolidated Subsidiaries, and presents fairly on a pro forma basis after giving effect to the estimated financial position consummation of Holdings the Transactions based upon good faith estimates and its consolidated Subsidiaries as assumptions believed to be reasonable at the dates time made, it being recognized by the Lenders that such Pro Forma Balance Sheet and Pro Forma Statement of Operations may differ from the projected results set forth therein by a material amount. Since May 31, 2010, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to above or the notes thereto and except as set forth in this clause (b). During any periodic filing with the period from December 31Securities and Exchange Commission by the Borrower, 2006 after giving effect to and including the Transactions, none of the Borrower or its Subsidiaries has, as of the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of Date, any material part of its business contingent liabilities or propertymaterial unrealized losses except as evidenced by the Loan Documents.

Financial Condition. (a) The Initial Projectionspro forma covenant compliance certificate described in Section 5.1(l), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Funding Date and the use of proceeds thereof thereof, (ii) the repayment of Indebtedness under the Existing Credit Agreement and the Existing Term Loan Agreement and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Such certificate has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position covenant compliance of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsFunding Date, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of Holdings and its Subsidiaries as at December 31, including reports thereon 2006, 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 and Touche LLPKPMG, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal year then ended. The unaudited consolidated balance sheet of Holdings and its Subsidiaries as at September 30, 2007, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and except for the lack of footnotes with interim statements). Neither Holdings nor any of its Subsidiaries No Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries Group Member of any material part of its business or propertyproperty other than the prepayment of the mortgage note of Alliance Hospital and Centinela Hospital Medical Center.

Financial Condition. (a) The Initial Projectionsconsolidated balance sheet of Kimco and its Subsidiaries as at December 31, 2006 and December 31, 2005 and the related consolidated statements of income and of cash flows for the respective fiscal years ended on such dates, reported on by PricewaterhouseCoopers, LLP, copies of which have heretofore been furnished to the LenderBank, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date are complete and the use of proceeds thereof correct and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings Kimco and its consolidated Subsidiaries as at such dates, as applicable and the dates set forth thereinconsolidated results of their operations and their consolidated cash flows for the applicable fiscal year then ended. The unaudited consolidated balance sheet of Kimco and its subsidiaries as at September 30, 2007 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer of Kimco, copies of which have heretofore been furnished to the Bank, are complete and correct and present fairly the consolidated financial condition of Kimco and its Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective periods nine-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except involved. Except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings set forth on Schedule 3.1, neither Kimco nor any of its Subsidiaries has the Consolidated Entities has, as of the Closing Date, any material Indebtedness, Guarantee ObligationsObligation, contingent liabilities liability or liabilities liability for Taxestaxes, or any long-term leases or unusual forward or long-term commitmentscommitment, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that which is not reflected in the most recent financial foregoing statements referred to or in this clause (b)the notes thereto. During Except as set forth on Schedule 3.1, during the period from December 31, 2006 to and including the Closing Date Date, there has been no Disposition sale, transfer or other disposition by Holdings Kimco or any of its Subsidiaries the Consolidated Entities of any material part of its business or propertyproperty and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of Kimco and the Consolidated Entities at December 31, 2006.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation The audited Consolidated and consolidating balance sheets of the TransactionBorrower and its Consolidated Subsidiaries as of September 30, 2002, 2003 and 2004, and the Acquired Company and its Consolidated Subsidiaries as of November 30, 2002, 2003 and 2004, together with the related Consolidated and consolidating statements of income or operations, and Consolidated statements of shareholders’ equity and cash flows for the fiscal years ended on such dates, (ii) the Term Loan to be made on unaudited Consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries and of the Acquired Company as of the last day of the month immediately preceding the Closing Date Date, together with the related unaudited Consolidated and consolidating statements of income or operations and Consolidated cash flows (to the use of proceeds thereof extent available) for the twelve-month period ending on such date and (iii) an unaudited pro forma consolidated balance sheet of the payment Borrower and its Consolidated Subsidiaries and of fees the Acquired Company and expenses its Subsidiaries as of the last day of the month immediately preceding the Closing Date: (A) were prepared in connection accordance with GAAP consistently applied throughout the foregoing. The Initial Projections have been prepared based on period covered thereby, except as otherwise expressly noted therein; (B) fairly present the best information available to Holdings financial condition of the Borrower and its Consolidated Subsidiaries and of the Acquired Company and its Consolidated Subsidiaries as of the date thereof (subject, in the case of delivery the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries and of the Acquired Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth contingent obligations required to be included in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsaccordance with GAAP. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly four-year projections of the consolidated financial condition of Holdings Borrower and its consolidated Subsidiaries as at delivered to the dates set forth therein, and Lenders on or prior to the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, Closing Date have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertygood faith based upon reasonable assumptions.

Financial Condition. i. The audited balance sheet of Borrower as of December 31, 1997, and the related audited income statement and cash flows of Borrower, (a) The Initial Projectionscollectively, "Financials"), copies of which have heretofore been furnished delivered to the LenderBank by Borrower are true and correct, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use Financials fairly present the financial condition of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings Borrower as of the date dates thereof and the results of delivery thereofthe operations of Borrower for the periods covered thereby, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied generally accepted accounting principles on a basis consistently throughout maintained. Since December 31, 1997, there have been no events or occurrences which, individually or in the periods involved (except as approved by aggregate, have had or are reasonably likely to have a Materially Adverse Effect. Borrower has no knowledge of any liabilities, contingent or otherwise, at such date not reflected in said balance sheet which are required under such generally accepted accounting principles to be so reflected, and Borrower has not entered into any special commitments or substantial contracts since the aforementioned firm date of accountants such balance sheet, other than in the ordinary and disclosed therein). Neither Holdings nor any normal course of its Subsidiaries has any material Guarantee Obligationsbusiness which could not reasonably be expected to have a Materially Adverse Effect. Except for Borrower's obligations under the Loan Documents, contingent liabilities or liabilities and the Indebtedness for TaxesBorrowed Money reflected in SCHEDULE 12(b)(iv) attached hereto, or any long-term leases as permitted hereunder, Borrower has no Indebtedness for Borrowed Money or unusual forward guaranties or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation contingent obligations in respect of derivatives, that is not reflected in the most recent Indebtedness for Borrowed Money. ii. The projected consolidated financial statements referred to in this clause (b). During of Borrower and its subsidiaries for the period from fiscal years ending December 31, 2006 1998, December 31, 1999, and December 31, 2000 ("Projections"), copies of which have heretofore been delivered by Borrower to Bank, have been prepared on the basis of the assumptions accompanying them and including reflect the Closing Date best good faith estimates by Borrower of the performance of Borrower for the periods covered thereby, and the financial condition of Borrower as of the dates thereof, based on such assumptions. Without limiting the foregoing, Bank acknowledges that there has been are no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyassurances that the Borrower's actual financial performance will be consistent with these projections.

Financial Condition. (a) The Initial Projectionspro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at August 15, 1998 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsAugust 15, 1998, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its Subsidiaries as at March 28, including reports thereon 1998, March 29, 1997 and March 30, 1996 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified a report from Deloitte and Touche Price Waterhouse LLP, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is which are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31March 28, 2006 1998 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Borrower of any material part of its business or propertyProperty.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to If required by the Lender, have the unaudited pro forma consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries as at the Closing Date (including the notes thereto) (the "Pro Forma Balance Sheet") has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionAcquisition, (ii) the Term Loan to be made and the Subordinated Note to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have If furnished to the Lender, the Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsClosing Date, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at December 31, including reports thereon 2006, December 31, 2007 and December 31, 2008, and the related consolidated and consolidating statements of income, changes in shareholders' equity, and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche LLPKPMG LLP (or, with the written approval of the Lender, other independent certified public accountants of nationally recognized standing), present fairly on a consolidated and consolidating basis the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and on a consolidated and consolidating basis the consolidated results of its operations and its consolidated cash flows for the respective periods Fiscal Years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries No Group Member has any material Guarantee Obligations, contingent liabilities or liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including or any interest rate or foreign currency swap or exchange transaction Swap Contracts or other obligation similar obligations, in respect of derivatives, each case that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 2008 to and including the Closing Date date hereof, other than the Capital Markets Division Disposition and the Concept Capital Division Disposition, there has been no Disposition by Holdings or any of its Subsidiaries Group Member of any material part of its business or property. The Borrower has also provided the Lender the quarterly FOCUS Reports provided by SMH Capital Inc. to the SEC during 2008 (the "Specified FOCUS Reports"). The Specified FOCUS Reports are correct and complete in all material respects and conform in all material respects to Exchange Act requirements and applicable SEC rules and regulations.

Financial Condition. (a) The Initial Projectionsunaudited consolidated balance sheet of Holdings as of June 30, 1996, a copy of which has heretofore been furnished to each Lender, presents fairly, in all material respects, in accordance with GAAP, the consolidated financial condition of Holdings as at such date subject to normal year end audit adjustments and such balance sheet is condensed and excludes detailed footnote disclosures. As of the date of such balance sheet, except as disclosed in the Registration Statement, neither Holdings nor any of its Subsidiaries had any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect. (b) The audited consolidated balance sheet of Holdings and its Subsidiaries at December 31, 1995, as restated, and the related consolidated statements of operations, stockholders' equity and cash flows for the fiscal year ended on such date, reported on by Deloitte & Touche LLP, copies of each of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly in accordance with GAAP in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its their operations and its consolidated cash flows for the respective periods fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved (except as approved concurred in by the aforementioned firm of accountants and disclosed thereinAccountants (as defined below). Neither Except as disclosed in the Registration Statement, neither Holdings nor any of its Subsidiaries has had, as of the date of such financial statements, any material Guarantee Obligationsobligation, contingent liabilities or liabilities for Taxesotherwise, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is which was not reflected in the most recent financial foregoing statements referred to or in this clause the notes thereto and which would have a Material Adverse Effect. (b). During c) Except as set forth in the period from Registration Statement, since December 31, 2006 to 1995, there have not been any events or states of fact which individually or in the aggregate would have a Material Adverse Effect. (d) Between December 31, 1995 and including the Closing Date there has Date, except as disclosed in Schedule 5.6(d), no dividends or other distributions have been no Disposition declared, paid or made upon any shares of capital stock of the Company nor have any shares of capital stock of the Company been redeemed, retired, purchased or otherwise acquired by Holdings or any of its Subsidiaries of any material part of its business or propertythe issuer thereof.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2013 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Revolving Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsMarch 31, 2013, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31, including reports thereon 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of Holdings Borrower and its consolidated Consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of Borrower and its Consolidated Subsidiaries as at March 31, 2013, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any As of its Subsidiaries the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyparagraph.

Financial Condition. (a) The Initial Projections, copies of which have Borrower has heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to Administrative Agent and each Lender (i) the consummation an audited consolidated balance sheet of the TransactionBorrower and the Subsidiaries as at December 31, 2009, and the notes thereto and the related consolidated statements of operations, stockholders’ deficit and cash flows for the fiscal year then ended, as examined and certified by PricewaterhouseCoopers LLP, independent public accountants and (ii) an unaudited condensed consolidated balance sheet of the Term Loan to be made on the Closing Date Borrower and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at June 30, 2010, and the dates set forth notes thereto and the related condensed consolidated statements of operations, stockholders’ deficit and cash flows for the fiscal quarters then ended). Such financial statements (including the notes thereto) present fairly, in all material respects, the Initial Projectionsfinancial condition of the Borrower and the Subsidiaries and the results of their operations, assuming that the changes in their stockholders’ deficit and their cash flows for the applicable events specified fiscal period then ending, in each case, all in conformity with GAAP consistently applied (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the preceding sentence had actually absence of footnotes). Since December 31, 2009, there has not occurred at such dates and assuming the accuracy of projections provided by InfuSystem any event or circumstance that has resulted or could reasonably be expected to Holdingsresult in a Material Adverse Effect. (b) The Initial Financial StatementsBorrower has, on or prior to the Effective Date, furnished to the Administrative Agent for distribution to the Lenders the Borrower’s forecast model with respect to Fiscal Years through 2015 including reports thereon by a projected consolidated statement of EBITDA and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly selected cash flow information (the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended“Model”). All such financial statements, including the related schedules and notes thereto, have been The Model was prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved good faith by the aforementioned firm Borrower based on assumptions and estimates believed by the Borrower on the date thereof to be reasonable, was based on information that the Borrower reasonably believed to be the best information available to the Borrower after due inquiry and accurately reflects all material adjustments required to be made to give effect to the Transactions, subject to the following limitation. The Patient Protection and Affordable Care Act (Pub. L. No. 111-148) mandates the application of accountants and disclosed therein). Neither Holdings nor any a productivity adjustment to the annual Medicare update for inpatient rehabilitation facilities starting in 2012, the exact amount of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which adjustment is not reflected in known at this time; such adjustment may impact Medicare payment to the most recent financial statements referred to in this clause (b). During Borrower and, therefore, may impact the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyModel.

Financial Condition. (a) The Initial Projectionsaudited consolidated balance sheets of each of the CLNS Contributed Portfolio, copies NorthStar I and NorthStar II and their respective Consolidated Subsidiaries for the two most recently completed fiscal years ended at least 90 days before the Closing Date, and the related consolidated statements of which have heretofore been furnished to income and of cash flows for the Lender, have been prepared giving effect (as if such events had occurred fiscal years ended on such date) to (i) the consummation of the Transactiondates, (ii) the Term Loan to be made reported on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly in all material respects the consolidated financial condition of each of the CLNS Contributed Portfolio, NorthStar I, NorthStar II and Touche LLPtheir respective Consolidated Subsidiaries, respectively, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of each of the CLNS Contributed Portfolio, NorthStar I, NorthStar II and their respective Consolidated Subsidiaries delivered pursuant to Section 5.1(b)(ii), and the related unaudited consolidated statements of income and cash flows for such fiscal periods, present fairly the consolidated financial condition of Holdings each of the CLNS Contributed Portfolio, NorthStar I, NorthStar II and its consolidated their respective Consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then endedsuch date. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (b) The Pro Forma Financial Statements, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). Neither Holdings nor any The Pro Forma Financial Statements have been prepared based on the best information available to the Parent Borrower as of the date of delivery thereof, and present fairly on a pro forma basis the estimated financial position of the Parent Borrower and its Consolidated Subsidiaries as at September 30, 2017, assuming that the events specified in the preceding sentence had actually occurred at such date. (c) As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause subsections (a) and (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any ) of its Subsidiaries of any material part of its business or propertythis Section 4.1.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished Each financial statement delivered by the Borrower to the Lender, have been prepared giving effect (as if such events had occurred on such date) Agent prior to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and each financial statement delivered by the use Borrower to the Agent in accordance with Section 6.1 (Financial Statements and Reports), including the Borrower’s statement of proceeds thereof assets and (iii) liabilities and the payment related portfolio of fees investments, statements of operations and expenses changes in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings net assets as of the date end of delivery thereofits most recently ended fiscal period, which with respect to any annual financial statement, have been certified by independent public accountants of nationally recognized standing and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates are set forth in the Initial Projectionsannual report for the fiscal year ending on such date, assuming that together with the applicable events specified notes and schedules thereto, present fairly, in all material respects, in conformity with GAAP, the preceding sentence had actually occurred at financial position of the Borrower as of such dates and assuming date; provided that, for the accuracy avoidance of projections provided by InfuSystem to Holdingsdoubt, there are no annual audited statements of the Borrower available for the fiscal year ended March 31, 2022. (b) The Initial Financial Statementsunaudited balance sheets of the Borrower as at the end of its most recently ended semi-annual fiscal period other than the period referred to in clause (a) above (or, including reports thereon by if the date as of which such representation is made falls within the 90 day period following the end of its most recently ended semi-annual fiscal period and accompanied by an unqualified report from Deloitte such balance sheets are not available, the immediately preceding semi-annual fiscal period), and Touche LLPthe related unaudited portfolio of investments, present statements of operations and changes in net assets, copies of which have been furnished to the Agent, were complete and correct as of the dates thereof and presented fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinstated, and the consolidated results of its operations and its consolidated cash flows sources and applications of funds for the respective periods semi-annual fiscal period then ended. All such ended (subject to normal year-end audit adjustments). (c) Each of the financial statements, including statements of the related schedules and notes thereto, have been prepared Borrower (whether audited or unaudited) delivered to the Agent under the terms of this Agreement fairly present all material contingent liabilities in accordance with GAAP applied consistently throughout for the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein)covered thereby. Neither Holdings nor any of its Subsidiaries The Borrower has any no material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in commitments not disclosed therein that could reasonably be expected to have a Material Adverse Effect with respect of derivatives, that is not reflected in to the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyBorrower.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the US Borrower and its consolidated Subsidiaries as at June 30, 2008 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation making of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the US Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings the US Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsJune 30, 2008, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the US Borrower and its Subsidiaries as at December 31, including reports thereon 2005, December 31, 2006 and December 31, 2007, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche BDO ▇▇▇▇▇▇▇ LLP, present fairly the consolidated financial condition of Holdings the US Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. All such financial statementsstatements of the US Borrower 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). Neither Holdings nor any As of its Subsidiaries the Closing Date, no Loan Party has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 2007, to and including the Closing Date Date, there has been no Disposition by Holdings any Loan Party or any of its Subsidiaries of any material part of its business or propertyProperty.

Financial Condition. (a) The Initial ProjectionsAll financial statements concerning Guardian, copies of Mutual Central and their respective Subsidiaries which have heretofore been or will hereafter be furnished to the LenderLender pursuant to this Agreement, including those listed below, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to or will be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. 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 (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any ) and do or will present fairly the financial condition of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities the corporations covered thereby as at the dates thereof and the results of their operations for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause periods then ended. (b). During the period from A) The consolidated balance sheets at December 31, 2006 to 1996 and including the Closing Date there has been no Disposition by Holdings or any related statement of income of Guardian and its Subsidiaries (excluding Mutual Central), for the Fiscal Year then ended, audited by ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co. (B) The consolidated balance sheet at December 31, 1997 and the related statement of any material part income of Guardian and its Subsidiaries (excluding Mutual Central) for the twelve (12) months then ended. (C) The consolidated balance sheet at December 31, 1997 and the related statement of income of Mutual Central and its Subsidiaries for the Fiscal Year then ended, audited by Merdinger, Fruchter, ▇▇▇▇▇ and Corso, P.C.. The Pro Forma (a copy of which is attached hereto as Schedule 4.3) was prepared by Borrowers based on the unaudited consolidated balance sheet of Guardian and its Subsidiaries (excluding Mutual Central) dated December 31, 1997 and the unaudited consolidated balance sheet of Mutual Central and its Subsidiaries dated December 31, 1997 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP. The Projections delivered on the Effective Date and the updated Projections to be delivered from time to time after the Effective Date pursuant to Annex B have been and will be prepared by Borrowers in light of the past operations of the businesses of Borrowers and their Subsidiaries, and such Projections represent and will represent the good faith estimate of Borrowers and their senior management concerning the most probable course of Borrowers' business or propertyas of the date such Projections are prepared and delivered.

Financial Condition. (a) The Initial Projectionsconsolidated balance sheets of GSI and its consolidated Subsidiaries as at September 30, 1998 and the related consolidated statements of income and of cash flows for the fiscal period ended on each such date, copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) and present fairly in all material respects the consummation consolidated financial condition of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings GSI and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereindates, and the consolidated results of its their operations and its their consolidated cash flows for the respective periods fiscal years then ended. . (b) 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 such accountants and as disclosed therein). . (c) Neither Holdings GSI nor any of its consolidated Subsidiaries has had, at the date of the most recent balance sheet delivered to the Agent pursuant to Section 3.1(a) or 5.1 hereof, any material Guarantee ObligationsContingent Obligation, material contingent liabilities liability or liabilities material liability for Taxestaxes, or any material long-term leases lease or material unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that is not except as reflected in the most recent financial foregoing statements referred or in the notes thereto or would not reasonably be expected to in this clause have a Material Adverse Effect. (b). d) During the period from December 31September 30, 2006 1998, to and including the Closing Effective Date hereof there has been no Disposition sale, transfer or other disposition by Holdings GSI or any of its consolidated Subsidiaries of any material part of its business or propertyproperty (other than in the ordinary course of business) and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person (other than as contemplated by the Stock Purchase Agreement), in any case, other than in the ordinary course of business) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at September 30, 1998. (e) As of the date hereof, the outstanding principal amount of the Senior Notes is $25,000,000. (f) As of the date hereof, the Senior Noteholders are J. ROMEO & CO., as nominee for MONY Life Insurance Company (formerly The Mutual Life Insurance Company of New York), ▇▇▇▇ & Co, as nominee for AUSA LIFE INSURANCE COMPANY, INC., GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY and NATIONWIDE LIFE INSURANCE COMPANY.

Financial Condition. (a) The Initial ProjectionsEach of (i) the consolidated balance sheet of Westinghouse and its Consolidated Subsidiaries as at December 31, copies 1994, and the related consolidated statements of which have income and cash flows of Westinghouse and its Consolidated Subsidiaries for the fiscal year ended on such date, with the opinion thereon of Price Waterhouse LLP, and (ii) the consolidated balance sheets of Westinghouse and its Consolidated Subsidiaries as at March 31, 1995 and as at June 30, 1995, and the related consolidated statements of income and cash flows of Westinghouse and its Consolidated Subsidiaries for the fiscal quarters ended on such dates, all certified by a Financial Officer of Westinghouse, heretofore been furnished to each of the LenderLenders, have been prepared giving fairly present the consolidated financial condition of Westinghouse and its Consolidated Subsidiaries as at such dates and the consolidated results of their operations for the fiscal year or fiscal quarter ended on such dates in accordance with GAAP (subject, in the case of the statements referred to in clause (ii) above, to year-end audit adjustments). Neither Westinghouse nor any of its Material Subsidiaries had on such dates any known material contingent liability, except as referred to or reflected or provided for in the Exchange Act Report or in such balance sheets (or the notes thereto) as at such dates. (b) The pro forma consolidated balance sheet of Westinghouse and its Consolidated Subsidiaries (including CBS and its Consolidated Subsidiaries) as at June 30, 1995, adjusted to give effect to the consummation of the Merger and the financing contemplated hereby (as if such events had occurred on such date) and the pro forma consolidated statement of income of Westinghouse and its Consolidated Subsidiaries (including CBS and its Consolidated Subsidiaries) for the portion of the fiscal year ended on such date, adjusted to (i) give effect to the consummation of the Transaction, Merger and the financing contemplated hereby (ii) the Term Loan to be made as if such events had occurred on the Closing Date and the use first day of proceeds thereof and (iii) the payment such fiscal year), all certified by a Financial Officer of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available Westinghouse, heretofore furnished to Holdings as each of the date of delivery thereofLenders, and presents fairly present on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings Westinghouse and its consolidated Consolidated Subsidiaries (including CBS and its Consolidated Subsidiaries) as at the dates set forth therein, such date and the consolidated results of its their operations and its consolidated cash flows for the respective periods then ended. All portion of the fiscal year ended on such financial statementsdate, including the related schedules and notes theretoas adjusted, have been prepared as described above, all in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereinsubject to year-end audit adjustments). Neither Holdings nor any of its Subsidiaries . (c) There has any been no material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected adverse change in the most recent consolidated financial condition, operations, assets, business or prospects taken as a whole of Westinghouse and its Consolidated Subsidiaries (it being understood that, from and after the Merger Date, such Consolidated Subsidiaries shall include CBS and its Consolidated Subsidiaries) from that set forth in the pro forma financial statements referred to in Section 3.2(b) (or, in the case of the representation and warranty made pursuant to this clause (b). During Section 3.2(c) on the period Closing Date, from that set forth in the financial statements of Westinghouse for the fiscal year ended December 31, 2006 1994 referred to in Section 3.2(a)) (it being LAW2:13233 53 48 agreed, however, that, with respect to Westinghouse and including CBS, none of (i) the Closing Date there has reduction by any rating agency of any rating assigned to Indebtedness of Westinghouse or CBS, (ii) non-cash provisions for loan losses and additions to valuation allowances, (iii) any change in GAAP or compliance therewith and (iv) any legal or arbitral proceedings which have been no Disposition by Holdings disclosed in the Exchange Act Report, whether threatened, pending, resulting in a judgment or otherwise, prior to the time a final judgment for the payment of money shall have been recorded against Westinghouse or CBS or any Material Subsidiary by any Governmental Authority having jurisdiction, and the judgment is non-appealable (or the time for appeal has expired) and all stays of its Subsidiaries execution have expired or been lifted shall, in and of any itself, constitute such a material part of its business or propertyadverse change).

Financial Condition. (ab) The Initial Projectionsunaudited consolidated balance sheet of the Company and its Subsidiaries at June 30, copies 1996 as amended by the Company's quarterly report on Form 10-Q/A filed with the Commission on September 27, 1996 and the related consolidated statements of income, retained earnings (deficit) and cash flows of the Company and its Subsidiaries for the period then ended, a copy of which have heretofore has been furnished delivered to the LenderAgent, were prepared in accordance with GAAP consistently applied (except to the extent noted therein), have been prepared giving effect (as if such events had occurred on such date) to (i) from, and are consistent with, the consummation books and records of the Transaction, (ii) Company and fairly present the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of Holdings the Company and its consolidated the Subsidiaries of the Company as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at of such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, date and the consolidated results of its operations and its consolidated cash flows of the Company and its Subsidiaries for the respective periods then ended. All such financial statementsperiod covered thereby, in each case subject to normal year-end audit adjustments (including the related schedules and notes theretofootnotes), have been prepared in accordance consistent with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein)past practices. Neither Holdings the Company nor any of its Subsidiaries has had at June 30, 1996 any material Guarantee Obligationscontingent liabilities, contingent liabilities or liabilities for Taxes, Taxes or any long-term leases or leases, unusual forward or long-term commitmentscommitment or unrealized or unanticipated losses from any unfavorable commitment which are not reflected or reserved against in the foregoing statements or in the notes thereto. (c) The pro forma balance sheet of the Company as of August 31, including 1996, a copy of which has heretofore been furnished to the Agent, fairly presents the estimated consolidated opening balance sheet of the Company assuming the Transactions and any interest rate write-downs of assets occurring after August 31, 1996 but before the Closing Date had occurred as of August 31, 1996, and the financial condition of the Company on the Closing Date and on each Additional Closing Date, as the case may be, does not differ in any material respect from the information therein set forth. (d) Upon giving effect to the Transactions: (i) The fair saleable value of the assets of each of the Borrower and the Guarantor, on a stand-alone basis, exceeds the amount that will be required to be paid on or foreign currency swap or exchange transaction or other obligation in respect of derivativesthe existing debts and other liabilities (including contingent liabilities) of such Person as they mature. (ii) The assets of each of the Borrower and the Guarantor, on a stand-alone basis, do not constitute unreasonably small capital for any such Person to carry out its business as now conducted and as proposed to be conducted 54 -48- including the capital needs of any such Person, taking into account the particular capital requirements of the business conducted by such Person, and projected capital requirements and capital availability thereof. (iii) The Borrower does not intend to, and will not permit any Guarantor to, incur debts beyond their ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of debt of each of such Person). The cash flow together with the proceeds received from the liquidation of assets of the Borrower and the Guarantor, after taking into account all anticipated uses of the cash of each such Person, will at all times be sufficient to pay all amounts on or in respect of debt of each such company when such amounts are required to be paid. (iv) The Borrower does not intend, and does not believe, that is not reflected final judgments against the Borrower or the Guarantor in actions for money damages will be rendered at a time when, or in an amount such that, any such Person will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the most recent financial statements maximum reasonable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered). The cash flow of the Borrower and the Guarantor, on a stand-alone basis, after taking into account all other anticipated uses of the cash of each such Person (including the payments on or in respect of debt referred to in paragraph (iii) of this clause (bSection 4.6(d). During the period from December 31), 2006 will at all times be sufficient to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertypay all such judgments promptly in accordance with their terms.

Financial Condition. (a) The Initial Projectionsconsolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2002 and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, audited by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date are complete and the use of proceeds thereof correct in all material respects and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its their operations and its their consolidated cash flows for the respective periods Fiscal Year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2003 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial 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 three-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). Neither Holdings Except as set forth on Schedule 5.01, neither the Borrower nor any of its consolidated Subsidiaries has had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liabilities liability or liabilities liability for Taxestaxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that which is not reflected in the most recent financial foregoing statements referred to or in this clause (b)the notes thereto. During Except as set forth in Schedule 5.01, during the period from December 31, 2006 2002 to and including the Closing Date date hereof there has been no Disposition sale, transfer or other disposition by Holdings 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 condition of the Borrower and its consolidated Subsidiaries at December 31, 2002. (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 good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP. The Borrower has no reason to believe that as of the date of delivery such operating forecast was materially incorrect or misleading in any material respect, or omitted to state any material fact which would render them misleading in any material respect. The parties hereto acknowledge that all such forecasts and projections are based on various facts and assumptions which the Borrower believes are reasonable, but there can be no assurance that such facts or assumptions will materialize as anticipated, and the actual results may vary materially from such forecasts and projections.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at May 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsMay 31, 2005 assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, including reports thereon 2004, December 31, 2003 and December 31, 2002 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche LLP, KPMG LLP present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at May 31, 2005 and the related unaudited consolidated statements of income and cash flows for the 5-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 5-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 2004 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of the Borrower and its Subsidiaries of any material part of its business or propertyProperty, except as previously disclosed to the Administrative Agent.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation The audited consolidated financial statements of the TransactionParent Borrower and its Subsidiaries for the fiscal years ended December 31, 1999, 2000 and 2001, together with the related consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates, (ii) the Term Loan to be made on unaudited consolidated financial statements of the Closing Date Parent Borrower and its Subsidiaries at and for the use of proceeds thereof nine-month period ending September 28, 2002 and (iii) the payment pro forma balance sheet of fees the Parent Borrower and expenses its Subsidiaries for the most recently ended month for which such information is available ending prior to the Closing Date: (A) were prepared in connection accordance with GAAP (to the foregoing. The Initial Projections have been prepared based on extent applicable) consistently applied throughout the best information available period covered thereby, except as otherwise expressly noted therein, by an independent nationally recognized accounting firm (except with respect to Holdings the unaudited financial statements and pro forma financial statements); (B) fairly present the financial condition of the Parent Borrower and its Subsidiaries as of the date or dates thereof (subject, in the case of delivery thereofthe unaudited financial statements, to normal year-end adjustments and, in the case of the pro forma balance sheet referred to in subsection (iii) above, such information is true and presents fairly correct in all material respects and has been determined in good faith based upon reasonable assumptions) and results of operations for the period covered thereby; and (C) show (with respect to non-annual financial information only, to the extent required to be shown on a balance sheet prepared in accordance with GAAP) all Indebtedness and other liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries as of the date thereof in accordance with GAAP, including liabilities for taxes, (provided that with respect to the pro forma basis balance sheet referred to in subclause (iii) above, such information is true and correct in all material respects and has been determined in good faith based upon reasonable assumptions) and as to the estimated audited consolidated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projectionsstatements, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingscontingent obligations. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly 2002 annual budget of the consolidated financial condition of Holdings Parent Borrower and its consolidated Subsidiaries as at made available to the dates set forth therein, Lenders prior to the date hereof and the consolidated results projections of its operations the Parent Borrower and its consolidated cash flows for Subsidiaries through December 31, 2004 made available to the respective periods then ended. All such financial statements, including Lenders prior to the related schedules and notes thereto, date hereof have been prepared in accordance with GAAP applied consistently throughout good faith based upon reasonable assumptions at the periods involved (except as approved by the aforementioned firm of accountants time such budgets and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyprojections were made.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2003 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, Refinancing and (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingRefinancing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsJune 30, 2003, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly consolidated balance sheet of the consolidated financial condition of Holdings Borrower and its consolidated Subsidiaries as at September 30, 2002 and the dates set forth thereinrelated consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PriceWaterhouseCoopers LLP and the unaudited consolidated statements of income and of cash flows for the fiscal quarter ended June 30, 2003, copies of which have heretofore been delivered to each of the Lenders, 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 respective dates, and the consolidated results of its their operations and its their consolidated cash flows for the respective periods fiscal year or fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein). Neither Holdings the Borrower nor any of its consolidated Subsidiaries has had, at the date of the balance sheet referred to above, any material Guarantee Obligationsobligation, contingent liabilities liability or liabilities liability for Taxestaxes, 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 which is not reflected in the most recent financial foregoing statements referred to or in this clause (b)Schedule 4.1. During the period from December 31Since September 30, 2006 to and including the Closing Date 2002 there has been no Disposition by Holdings development or any of its Subsidiaries of any material part of its business event which has had or propertycould reasonably be expected to have a Material Adverse Effect.

Financial Condition. (a) The Initial Projections, copies of which Obligors have heretofore been furnished to each of the Lender, have been prepared giving effect (as if such events had occurred on such date) to Lenders the following: (i) the consummation balance sheet of L▇▇▇▇▇▇ as at December 31, 1995 and the Transactionrelated statements of income, retained earnings and cash flows of L▇▇▇▇▇▇ for the fiscal year ended on said date, with the opinion thereon of L▇▇▇▇▇▇ S▇▇▇▇ R▇▇▇▇ & Hand and the unaudited balance sheet of L▇▇▇▇▇▇ as at June 30, 1996 and the related statements of income, retained earnings and cash flows of L▇▇▇▇▇▇ for the six-month period ended on such date; and (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as consolidated balance sheet of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Guarantor and its consolidated Subsidiaries as at December 31, 1995 and the dates set forth related consolidated statements of income, changes in stockholders' investment and cash flows of the Initial ProjectionsGuarantor and its Subsidiaries for the fiscal year ended on said date, assuming that with the applicable events specified opinion thereon of Ernst & Young LLP, and the unaudited consolidated balance sheet of the Guarantor and its Subsidiaries as at June 30, 1996 and the related consolidated statements of income, changes in stockholders' investment and cash flows of the preceding sentence had actually occurred at Guarantor and its Subsidiaries for the six-month period ended on such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsfinancial statements referred to in clause (a) above fairly present, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLPin all material respects, present fairly the consolidated financial condition position of Holdings L▇▇▇▇▇▇ or the Guarantor and its consolidated Subsidiaries Subsidiaries, as the case may be, as at the said dates set forth therein, and the consolidated results of its their respective operations and its consolidated cash flows for the respective fiscal years and periods then ended. All such ended on said dates, in accordance with generally accepted accounting principles and practices applied on a consistent basis (subject, in the case of the June 30, 1996 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 thereinto year-end audit adjustments). Neither Holdings nor any None of the Guarantor or its Subsidiaries or L▇▇▇▇▇▇ has on the date hereof any material Guarantee Obligationscontingent liabilities, contingent liabilities or liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements except as referred to or reflected or provided for in this clause (b)said balance sheets as at said dates. During the period from December 31Since June 30, 2006 to and including the Closing Date 1996, there has been no Disposition by Holdings material adverse change in the consolidated financial condition, operations, business or any prospects taken as a whole of the Guarantor and its Subsidiaries of any material part of its business or propertyL▇▇▇▇▇▇ from that set forth in said financial statements as at said respective dates.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation The Borrower has heretofore furnished to each Lender an audited consolidated balance sheet of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsDecember 31, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein2019, and the notes thereto and the related consolidated results statements of its operations operations, cash flows, and its consolidated cash flows changes in stockholders’ equity and the notes thereto for the respective periods Fiscal Year then ended. All ended as examined and certified by KPMG LLP, or other such independent certified public accountants of recognized national standing selected by the Borrower or such other accountants as are approved by the Administrative Agent (such approval not to be unreasonably withheld) (it being understood that such financial statements shall be deemed to have been furnished on the date on which the Borrower causes such financial statements, including reports containing such financial statements or other filings evidencing the related schedules items required by this sub-clause (i) to be posted on the Internet at ▇▇▇.▇▇▇.▇▇▇ or at such other website identified by the Borrower in a notice to the Administrative Agent and the Lenders and that is accessible by the Lenders without charge). Except as set forth therein (including, in the case of such audited balance sheet, the notes thereto), have been prepared such financial statements (including, in accordance with GAAP applied consistently throughout the periods involved (except as approved by case of such audited balance sheet, the aforementioned firm notes thereto) present fairly the financial condition of accountants the Borrower and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligationsas of the end of such Fiscal Year and results of their operations and the changes in their stockholders’ equity for such Fiscal Year, contingent liabilities or liabilities for Taxesall in conformity with GAAP; and (ii) As of the Closing Date, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from since December 31, 2006 to and including the Closing Date 2019, there has been no Disposition by Holdings or any material adverse change in the financial condition of the Borrower and its Subsidiaries or in the businesses, properties and operations of any material part of the Borrower and its business or propertySubsidiaries, in each case considered as a whole.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2000 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof thereof, (iii) the Pension Reversion, (iv) the Botanical Sale and (iiiv) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsDecember 31, 2000, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower as at December 31, including reports thereon 1998, December 31, 1999 and December 31, 2000, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche Ernst & Young LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings the Borrower nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph or permitted to be incurred under this Agreement. During the period from December 31, 2006 2000 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries Group Member of any material part of its business or property.

Financial Condition. (a) The Initial ProjectionsProjections , copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The Initial Projections, copies of which Companies have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to Administrative Agent and each Lender (i) the consummation audited consolidated balance sheet of EDO and its Subsidiaries and the Transactionrelated audited consolidated statements of income, retained earnings and cash flow of EDO and its Subsidiaries audited by Ernst & Young, LLP, independent certified public accountants, for the fiscal year ended December 31, 2001, (ii) the Term Loan to be made on the Closing Date unaudited consolidated balance sheet of EDO and its Subsidiaries and the use related consolidated statements of proceeds thereof income, retained earnings and (iii) cash flow of EDO and its Subsidiaries for the payment six month period ended June 30, 2002. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and fairly present the financial condition and results of fees operations of EDO and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings its Subsidiaries as of the date of delivery thereofsuch financial statements and for the periods to which they relate and, since June 30, 2002, no event or condition has occurred which could reasonably be expected to have a Material Adverse Effect. The Companies shall deliver to the Administrative Agent, with a copy for each Lender, a certificate of the Chief Financial Officer of EDO to that effect on the Closing Date. Other than obligations and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth liabilities arising in the Initial Projections, assuming ordinary course of business or that the applicable events specified could not individually or in the preceding sentence had actually occurred at aggregate reasonably be expected to have a Material Adverse Effect, since June 30, 2002, there are no obligations or liabilities contingent or otherwise, of EDO or its Subsidiaries which are not reflected or disclosed on such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsunaudited statements. (b) The Initial Financial Statements, including reports thereon by Each Company and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that each Guarantor is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertySolvent.

Financial Condition. (a) As of the Closing Date, the Borrower has delivered to the Arrangers a complete and correct copy of the unaudited statement of inventory of the Acquired Business at September 30, 2011 and the unaudited statement of profit before administrative overhead of the Acquired Business for the year ended September 30, 2011 (such statements, the “Management Accounts”), which Management Accounts are in a form consistent with the financial statements or forecasts previously provided to the Arrangers. (b) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2011 and related pro forma consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionAcquisition, (ii) the Term Loan Loans and other extensions of credit to be made hereunder on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections Pro Forma Financial Statements have been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position condition of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth September 30, 2011 (in the Initial Projectionscase of such balance sheet) or at the beginning of such period (in the case of such other financial statements), assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (bc) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower as at January 3, including reports thereon 2009, January 2, 2010 and January 1, 2011, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at October 1, 2011, and the related unaudited consolidated statements of income and cash flows for the 39-week period ended on such date, present fairly in all material respects the consolidated financial condition of Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the 39-week period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and subject, in the case of any such unaudited financial statements to normal year end audit adjustments and the absence of notes). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31September 30, 2006 2011 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Borrower of any material part of its business or propertyProperty (other than any Disposition permitted by Section 6.5).

Financial Condition. (a) The Initial Projections, copies of which Borrowers have heretofore been furnished delivered to Agent the Lender, have been prepared giving effect (as if such events had occurred on such date) to following financial statements: (i) the consummation audited financial statements of NCDC for the Transactionfiscal years of NCDC ending December 31, 1994, December 31, 1995 and December 31, 1996; (ii) the Term Loan to be made on audited financial statements of LaSalle for the Closing Date fiscal years of LaSalle ending October 31, 1994, October 31, 1995 and the use of proceeds thereof and October 31, 1996; (iii) the payment unaudited financial statements of fees NCDC for the fiscal quarter ended March 31, 1997; and (iv) the unaudited financial statements of LaSalle for the period commencing November 1, 1996 and expenses in connection with ending January 31, 1997, the foregoing. The Initial Projections have been prepared based on month ended February 28, 1997 and the best information available to Holdings as of the date of delivery thereofmonth ended March 31, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings1997. (b) The Initial Financial Statements, including reports thereon by All financial statements and accompanied by an unqualified report from Deloitte and Touche LLP, other financial data which have been furnished to the Agent for the purposes of or in connection with this Agreement or any transaction contemplated hereby present fairly the consolidated financial condition of Holdings NCDC, and its consolidated Subsidiaries to the best of NCDC's knowledge, LaSalle (other than with respect to the elimination of the item described as at "Receivable due from Parent" and the corresponding reduction in "Total Shareholder Equity" described in the audited financial statements of LaSalle for the period ending October 31, 1996), as the case may be, as of the dates set forth therein, thereof and the consolidated results of its operations and its consolidated cash flows for the respective periods then endedperiod(s) covered thereby. All such financial statementsAs of the date hereof, including all projections which have been furnished to the related schedules and notes theretoAgent for the purposes of or in connection with this Agreement, or any transaction contemplated hereby (including, without limitation, the projections included as part of the Offering Memorandum), taken together, have been prepared the management of NCDC's best estimate of the future performance of the Borrowers, based upon historical financial information and reasonable assumptions of the management of NCDC. (c) All financial statements and other financial data which shall hereafter be furnished to the Agent for the purposes of or in accordance connection with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxesthis Agreement, or any long-term leases transaction contemplated hereby, will present fairly the financial condition of the Borrowers and their Subsidiaries, as of the dates thereof and the results of its operations for the period(s) covered thereby. All projections which shall hereafter be furnished to the Agent for the purposes of or unusual forward or long-term commitmentsin connection with this Agreement, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any transaction contemplated hereby, will be the management of its Subsidiaries each Borrower's best estimate of any material part the future performance of its business or propertythe Borrowers and their Subsidiaries, based upon historical financial information and reasonable assumptions of the management of Borrowers.

Financial Condition. Borrower has heretofore delivered to Lenders, at Lenders’ request, the audited financial statements for the Fiscal Year ended on January 1, 2011, and the unaudited financial statements for the Fiscal Quarters ended on April 2, 2011, July 2, 2011 and October 1, 2011. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (aon a consolidated basis) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses entities described in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated such financial position of Holdings and its consolidated Subsidiaries statements as at the respective dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, thereof and the consolidated results of its operations and its consolidated cash flows (on a consolidated basis) of the entities described therein for each of the respective periods then ended. All , subject, in the case of any such unaudited financial statements, including to changes resulting from audit and year-end audit adjustments and 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 absence of accountants and disclosed therein)footnotes. Neither Holdings Borrower nor any of its Subsidiaries has (and will not have following the funding of the initial Loans) any material Guarantee ObligationsContingent Obligation, contingent liabilities liability or liabilities liability for Taxestaxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment that (i) (a) as of the Closing Date, including is not reflected in the foregoing financial statements or the notes thereto or (b) as of any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesFunding Date subsequent to the Closing Date, that is not reflected in the most recent financial statements referred delivered to Lenders pursuant to subsection 6.1 or the notes thereto or, if permitted pursuant to subsection 6.3 or 7.1, will be reflected in this clause the next financial statements required to be delivered to Administrative Agent and Lenders pursuant to subsection 6.1 or the notes thereto, and (b). During ii) in any such case, is material in relation to the period from December 31business, 2006 to and including the Closing Date there has been no Disposition by Holdings operations, properties, assets or any condition (financial or otherwise) of Borrower or its Subsidiaries of any material part of its business or propertySubsidiaries, taken as a whole.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation The audited consolidated financial statements of the TransactionBorrower and its consolidated Subsidiaries for the fiscal years ended November 30, 2008, 2009 and 2010, together with the related consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates, (ii) the Term Loan to be made unaudited consolidated financial statements of the Borrower and its consolidated Subsidiaries for the nine-month period ending on August 31, 2011, together with the Closing Date related consolidated statements of income or operations, equity and cash flows for the use of proceeds thereof nine-month period ending on such date and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as a balance sheet of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at of the dates set forth last day of the quarter ended immediately prior to the Closing Date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof (subject, in the Initial Projectionscase of the unaudited financial statements, assuming that to normal year-end adjustments) and results of operations for the applicable events specified period covered thereby; (C) show all material Indebtedness and other liabilities (including liabilities for taxes, material commitments and contingent obligations), direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, required to be shown on a balance sheet prepared in accordance with GAAP; and (D) show all other material Indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, in the preceding sentence had actually occurred at such dates notes (shown in accordance with GAAP) to the financial statements referred to in Section 3.1(a)(i) and assuming the accuracy of projections provided by InfuSystem to Holdings(ii) above. (b) The Initial Financial Statements, including reports thereon by five-year projections (prepared quarterly through the fiscal year end of the first year following the Closing Date and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly annually thereafter) of the consolidated financial condition of Holdings Borrower and its consolidated Subsidiaries as at delivered to the dates set forth therein, and Lenders on or prior to the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, Closing Date have been prepared in accordance good faith based upon reasonable assumptions and are materially consistent with GAAP applied consistently throughout the periods involved (except as approved by information provided to WFS and ▇▇▇▇▇ Fargo prior to the aforementioned firm delivery of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyCommitment Letter.

Financial Condition. (a) The Initial Projectionsunaudited PRO FORMA consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2000 (including the notes thereto) (the "PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to the Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma PRO FORMA basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsMarch 31, 2000, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its consolidated subsidiaries as at December 31, including reports thereon 1997, December 31, 1998 and December 31, 1999, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated subsidiaries as at March 31, 2000, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of Except as set forth in Schedule 3.6 to the Merger Agreement, the Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 1999 to and including the Closing Date date hereof there has been no Disposition by Holdings the Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsconsolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries as at December 29, 2007 and December 30, 2006, respectively, and the related consolidated and consolidating statements of operations and of cash flows for the fiscal years ended on such dates, reported on by BDO S▇▇▇▇▇▇, LLP, copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) present fairly, in all material respects,the consummation consolidated and consolidating financial condition of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereindates, and the consolidated and consolidating results of its their operations and its consolidated of their cash flows for the respective periods fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by otherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the aforementioned firm Borrower and each of accountants its Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and disclosed therein)Indebtedness. Neither Holdings the Borrower nor any of its consolidated Subsidiaries has had, at the date of the most recent balance sheets referred to above, any material Guarantee ObligationsObligation, material contingent liabilities liability or liabilities material liability for Taxestaxes, or any material long-term leases lease or unusual material forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that which is not reflected in the most recent financial foregoing statements referred to or in this clause the notes thereto. (b). During ) As of the period from December 31date hereof, 2006 to and including there are no material liabilities or obligations of the Closing Date there has been no Disposition by Holdings Borrower or any of its Subsidiaries Subsidiaries, whether direct or indirect, absolute or contingent, or matured or unmatured, other than (i) as disclosed or provided for in the financial statements and notes thereto which are referred to above, or (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, or (iii) arising in the ordinary course of any business since December 29, 2007 or (iv) created by this Agreement. As of the date hereof, the written information, exhibits and reports furnished by the Borrower to the Lenders in connection with the negotiation of this Agreement, taken as a whole, are complete and correct in all material part of its business or propertyrespects.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished Borrower has delivered to the LenderLender the balance sheet of Borrower as of December 31, 2002, and the related statement of income, stockholders' equity and statement of cash flow for the year then ended, audited by its independent certified public accountant. Borrower has also delivered to the Lender the unaudited balance sheet of Borrower as of September 30, 2003 and the related unaudited statement of income, stockholders' equity and statement of cash flow for the nine (9) months then ended. Such financial statements fairly present the financial condition of Borrower as of such dates and have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date in accordance with GAAP; and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date hereof, there are no obligations, liabilities or Indebtedness (including contingent and indirect liabilities and obligations) of delivery thereof, Borrower which are (separately or in the aggregate) material and presents fairly on a pro forma basis are not reflected in such financial statements or otherwise disclosed herein or in the estimated financial position of Holdings and its consolidated Subsidiaries Schedules. Except as at the dates set forth in Schedule 4.06(a), there are no Senior Obligations. Since the Initial Projectionsdate of the above-referenced year-end financial statements, assuming that there have not been, except as disclosed in Schedule 4.06(a): (i) any Material Adverse Change; (ii) any Dividend declared or paid or distribution made on the applicable events specified capital stock of Borrower or any capital stock thereof redeemed or repurchased; (iii) any incurrence of any Senior Obligations or any other long-term debt by Borrower; (iv) any salary, bonus or compensation increases to any officers, key employees or agents of Borrower, other than in the preceding sentence had actually occurred at such dates ordinary course of business and assuming consistent with past practice; or (v) any other material transaction entered into by Borrower, except in the accuracy ordinary course of projections provided by InfuSystem to Holdingsbusiness and consistent with past practice. (b) The Initial Financial StatementsCompany has delivered to the Lender the balance sheet of the Company as of December 31, including reports thereon 2002, and the related statement of income, stockholders' equity and statement of cash flow for the year then ended, audited by its independent certified public accountant. The Company has also delivered to the Lender the unaudited balance sheet of the Company as of September 30, 2003 and accompanied by an unqualified report from Deloitte the related unaudited statement of income, stockholders' equity and Touche LLP, statement of cash flow for the nine (9) months then ended. Such financial statements fairly present fairly the consolidated financial condition of Holdings the Company as of such dates and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout GAAP; and as of the periods involved date hereof, there are no obligations, liabilities or Indebtedness (including contingent and indirect liabilities and obligations) of the Company which are (separately or in the aggregate) material and are not reflected in such financial statements or otherwise disclosed herein or in the Schedules. Except as set forth in Schedule 4.06(b), there are no Senior Obligations. Since the date of the above-referenced year-end financial statements, there have not been, except as approved by disclosed in Schedule 4.06(b): (i) any Material Adverse Change; (ii) any Dividend declared or paid or distribution made on the aforementioned firm capital stock of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, the Company or any capital stock thereof redeemed or repurchased; (iii) any incurrence of any Senior Obligations or any other long-term leases debt by the Company; (iv) any salary, bonus or unusual forward compensation increases to any officers, key employees or long-term commitmentsagents of the Company, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected than in the most recent financial statements referred to ordinary course of business and consistent with past practice; or (v) any other material transaction entered into by the Company, except in this clause (b). During the period from December 31, 2006 to ordinary course of business and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyconsistent with past practice.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 200l (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionReorganization, (ii) the Term Loan Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsDecember 31, 2001, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of Rotech and its Subsidiaries as at December 3 1, including reports thereon 2000 and December 3 1, 200 1 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche LLPKPMG LLP (except for the going concern qualification), present fairly in all material respects the consolidated financial condition of Holdings Rotech and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 2001 to and including the Closing Date date hereof there has been no Disposition by Holdings the Borrower and its Subsidiaries or any of Rotech and its Subsidiaries of any material part of its business or propertyProperty other than as permitted by Section 7.5.

Financial Condition. (a) The Initial Projectionspro forma covenant compliance certificate described in Section 5.1(l), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Funding Date and the use of proceeds thereof thereof, (ii) the issuance of the 2012 Senior Unsecured Notes, (iii) the acquisition of ▇▇▇▇▇▇ Health Inc., (iv) the public offering of 23,575,000 shares of Holding’s common stock that closed on February 7, 2012 and (iiiv) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Such certificate has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position covenant compliance of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsFunding Date, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of Holdings and its Subsidiaries as at December 31, including reports thereon 2010, 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 and Touche LLPPricewaterhouseCoopers, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and except for the lack of footnotes with interim statements). Neither Holdings nor any of its Subsidiaries No Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 2010 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries Group Member of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet and statement of operations of the Borrower and its consolidated Subsidiaries as at, or for the period of four consecutive fiscal quarters ended, March 31, 1998 (the "Pro Forma Financial Statements"), copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such datedate or at the beginning of such period, as the case may be) to (i) the consummation of the TransactionAcquisition, (ii) the Term Loan Loans to be made, the loans under the Senior Credit 43 38 Agreement to be made and the Preferred Stock to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections Pro Forma Financial Statements have been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents present fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at at, or for the dates set forth in the Initial Projectionsperiod of four consecutive fiscal quarters ended, March 31, 1998, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming date or at the accuracy beginning of projections provided by InfuSystem to Holdingssuch period, as the case may be. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower as at December 31, including reports thereon 1995, December 31, 1996 and December 31, 1997, and the related consolidated statements of operations, stockholder's equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche LLPGran▇ ▇▇▇▇▇▇▇▇ ▇▇▇, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 1998, and the related unaudited consolidated statements of operations, stockholder's equity and cash flows for the three- month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, 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). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 1997 to and including the Closing Date date hereof there has been no Disposition by Holdings the Borrower or any of its Subsidiaries of any material part of its business or property. (c) The Borrower has provided to the Lenders the audited consolidated balance sheets of the Acquired Company as at March 31, 1996, March 31, 1997 and March 31, 1998, and the related consolidated statements of operations, stockholder's equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP (the "Audited Acquired Company Financials"), as adjusted in certain respects by the Borrower in order to achieve consistency with the Borrower's customary presentation of financial information. Such adjustments do not unfairly present the consolidated financial condition of the Acquired Company as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended, in each case as reflected in the Audited Acquired Company Financials.

Financial Condition. (a) The Initial ProjectionsUnaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1997 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionMerger, (ii) the Term Loan Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof thereof, (iii) the other transactions contemplated hereby and (iiiiv) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsSeptember 30, 1997, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates date and assuming based upon good faith estimates and assumptions believed by management of the accuracy of projections provided Borrower to be reasonable at the time made, it being recognized by InfuSystem the Lenders that such financial information as it relates to Holdingsfuture events is not 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 Initial Financial Statementsaudited consolidated balance sheets of the Borrower as at March 31, including reports thereon 1995, March 31, 1996 and March 31, 1997, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and & Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at September 30, 1997, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (including all adjustments consisting only of normal recurring accruals necessary for fair presentation of such interim periods). All such financial statements, including the related schedules and notes thereto, if any, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property.taxes,

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrowers as at August 31, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionTransactions, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrowers as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries Borrowers as at the dates set forth in the Initial ProjectionsAugust 31, 2012, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheet of Holdings as at December 31, including reports thereon 2011, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly the consolidated financial condition of the Holdings and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods Fiscal Year then ended. The unaudited consolidated balance sheet of Holdings as at June 30, 2012, and the related unaudited consolidated statements of income and cash flows for the 6-month period ended on such date, present fairly the consolidated financial condition of Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the 6-month period then ended (subject to normal year-end audit adjustments 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). Neither Holdings nor any None of its Subsidiaries the Borrowers has any material Guarantee Obligations, contingent liabilities or liabilities, liabilities for Taxes, Taxes or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph or in the Schedules to this Agreement. During the period from December 31, 2006 2011, to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries Borrower of any material part of its business or property.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof thereof, and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections Pro Forma Financial Statements have been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at of the dates set forth in the Initial Projections, Closing Date assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, including reports thereon 2010, December 31, 2011, and December 31, 2012, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any No Group Member has, as of its Subsidiaries has the Closing Date, any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 2012 to and including the Closing Date date hereof, there has been no Disposition by Holdings or any of its Subsidiaries Group Member of any material part of its business or property.

Financial Condition. (a) The Initial ProjectionsEach of (i) the unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 1999 (including the notes thereto) and (ii) the unaudited pro forma consolidated balance sheet of the Loan Parties (as a group) as at September 30, 1999 (including the notes thereto) (the "Pro Forma Balance Sheets"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Each of the Pro Forma Balance Sheets has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings (i) the Borrower and its consolidated Subsidiaries or (ii) the Loan Parties (as a group), as applicable, in each case as at the dates set forth in the Initial ProjectionsSeptember 30, 1999, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated financial statements of Holdings and its Subsidiaries (including, including reports thereon for purposes of this Section 4.1(b), the Unrestricted Subsidiaries) as at December 31, 1998, 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 and Touche KPMG, LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal year then ended. The unaudited consolidated financial statements of Holdings and its Subsidiaries as at September 30, 1999, and the related unaudited consolidated statements of income and cash flows for the nine- month period ended on such date, present fairly the consolidated financial condition of Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of 44 accountants and disclosed therein). Holdings and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 1998 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. (c) The audited consolidated financial statements of the Loan Parties (as a group) as at December 31, 1998, 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 KPMG, LLP, present fairly the consolidated financial condition of the Loan Parties (as a group) as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated financial statements of the Loan Parties (as a group) as at September 30, 1999, and the related unaudited consolidated statements of income and cash flows for the nine- month period ended on such date, present fairly the consolidated financial condition of the Loan Parties (as a group) as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has The Loan Parties do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 1998 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Loan Parties of any material part of its business or property.

Financial Condition. (a) [Reserved.] (b) The Initial Projectionsaudited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2012, 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 a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the results of their operations and cash flows for the period then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2013 and, June 30, 2013 and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLPAdministrative Agent, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch dates, and the consolidated results of its their operations and its consolidated cash flows for the respective three-month periods then endedended (subject to normal year‑end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term long‑term leases or unusual forward or long-term long‑term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph or disclosed in SEC Reports filed prior to the date hereof. During the period from December 31September 30, 2006 2013 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Borrower of any material part of its business or propertyProperty except as has been expressly disclosed in SEC Reports filed prior to the date hereof.

Financial Condition. Fin(b) (ab) The consolidated balance sheets of the Borrower at April 30, 1996, and the related consolidated statements of operations and cash flows of the Borrower for the fiscal year ended as of said date, which have been examined by Price Waterhouse LLP, independent certified public accountants, and the PRO FORMA (as of the Initial ProjectionsBorrowing Date after giving effect to the consummation of each acquisition to occur on or before such date and to the transactions contemplated hereby) consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated statements of operations and cash flows for the Test Period of the Borrower ended April 30, 1996 (such statements, the "Closing Date Financials"), copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLPeach Bank, present fairly the consolidated financial condition position of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth therein, of said statements and the results for the periods covered thereby (or, in the case of the PRO FORMA balance sheet, present a good faith estimate of the consolidated PRO FORMA financial condition and results of its operations the Borrower and its consolidated cash flows Subsidiaries at the date thereof and/or for the respective periods then endedperiod covered thereby). All such financial statements, including statements (other than the related schedules and notes thereto, aforesaid PRO FORMA balance sheet) have been prepared in accordance with GAAP consistently applied consistently throughout except to the periods involved extent provided in the notes to said financial statements. (except c) Nothing has occurred since April 30, 1996 that has had or could reasonably be expected to have a Material Adverse Effect. (d) Except as approved by fully reflected in the aforementioned firm financial statements described in Section 6.10(b) or in the footnotes thereto and the Indebtedness incurred under this Agreement, there were as of accountants the Initial Borrowing Date (and disclosed thereinafter giving effect to any Loans made on such date). Neither Holdings nor any of its Subsidiaries has any , no material Guarantee ObligationsContingent Obligation, contingent liabilities liability or liabilities liability for Taxes, taxes or any long-term leases lease or unusual forward or long-term commitmentscommitment, including any interest rate or foreign currency swap or exchange transaction or other obligation in transactions, with respect of derivatives, that is not reflected in to the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings Borrower or any of its Subsidiaries which either individually or in the aggregate would be material to the Borrower or to the Borrower and its Subsidiaries taken as a whole, except as incurred in the ordinary course of any material part of its business or propertyconsistent with past practices subsequent to April 30, 1996.

Financial Condition. (a) The Initial Projectionsaudited consolidated balance sheets of MVWC as at January 1, 2016 and December 30, 2016, and the related consolidated statements of income, comprehensive income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, presented fairly the consolidated financial condition of MVWC and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of MVWC as at June 30, 2017, and the related unaudited consolidated statements of income, comprehensive income and of cash flows for the six-month period ended on such date, presented fairly the consolidated financial condition of MVWC and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, were prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements and footnotes referred to in this paragraph. During the period from December 30, 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. (b) The unaudited pro forma consolidated balance sheet of MVWC and its consolidated Subsidiaries as at March 31, 2017 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionRefinancing, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been Pro Forma Balance Sheet was prepared based on the best information available to Holdings MVWC as of the date of delivery thereof, and presents presented fairly on a pro forma basis the estimated financial position of Holdings MVWC and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsMarch 31, 2017, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsbalance sheet of the Borrower as of December 31, 2010 and the related statements of income and of cash flows for the Fiscal Year ended on such date, reported on by KPMG LLP, copies of which have heretofore been furnished to the LenderAdministrative Agent, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date are complete and the use of proceeds thereof correct and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and the consolidated results of its their operations and its consolidated their cash flows for the respective periods Fiscal Year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared on a combined basis in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein). (b) The unaudited balance sheet of the Borrower as of June 30, 2011 and the related unaudited statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly the combined financial condition of the Borrower as at such date, and the results of their operations and their cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments). Neither Holdings nor any All such financial statements have been prepared in accordance with GAAP (except for the absence of footnote disclosures) applied consistently throughout the periods involved (except as approved by such Responsible Officer, as the case may be, and as disclosed therein). (c) Except as set forth on Schedule 5.1, the Borrower and its Subsidiaries has do not have, as of the Closing Date, any material Guarantee ObligationsGuaranty Obligation, contingent liabilities liability or liabilities liability for Taxestaxes, in each case that is material, or any long-term leases or unusual forward or long-term commitmentsMaterial Contract, including including, without limitation, any interest rate or foreign currency swap or exchange transaction Swap Contract or other obligation in respect of derivativesfinancial derivative, that or any other material liability (contingent or otherwise), which is not reflected in the most recent financial foregoing statements referred to or in this clause the notes thereto. (b). d) During the period from December 31, 2006 2010 to and including the Closing Date there has been no Disposition sale, transfer or other disposition by Holdings the Borrower or any of its Subsidiaries Subsidiary of any material part of its their respective business or propertyproperty and no purchase or other acquisition of any business or property (including any Capital Securities of any other Person) material in relation to the financial condition of the Borrower as of December 31, 2010, other than those sales, transfers, dispositions and acquisitions listed on Schedule 5.1.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower (including its Subsidiaries) as at the Substantial Consummation Date (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, Chapter 11 Reorganization (ii) including without limitation the Term Loan to be made issuance of the Notes and the incurrence of the New Senior Revolver on the Closing Date Date) and to the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and the Borrower (including its consolidated Subsidiaries Subsidiaries) as at the dates set forth in the Initial ProjectionsSubstantial Consummation Date, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, do not have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in paragraph (a) above of this clause (b)Section. During the period from December 31, 2006 the Confirmation Date to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries Loan Party of any material part of its business or propertyProperty except as contemplated by the Chapter 11 Plan.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation The audited Consolidated and consolidating financial statements of the TransactionBorrower and its Subsidiaries for the fiscal years ended December 31, 2007, December 31, 2008 and December 31, 2009 together with the related Consolidated and consolidating statements of income or operations, equity and cash flows for the fiscal years ended on such dates and (ii) the Term Loan to be made unaudited Consolidated and consolidating financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on the last day of the quarter that ended at least twenty (20) days prior to the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection Date, together with the foregoing. The Initial Projections have been related Consolidated and consolidating statements of income or operations, equity and cash flows for the year-to-date period ending on such date: (A) were prepared based on in accordance with GAAP consistently applied throughout the best information available to Holdings period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of delivery the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingscontingent obligations. (b) The Initial Financial Statements, including reports thereon by four-year projections of the Credit Parties and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated their Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows (prepared quarterly for the respective periods then ended. All such financial statements, including first year following the related schedules Closing Date and notes thereto, annually thereafter for the term of this Agreement) delivered to the Lenders on or prior to the Closing Date have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertygood faith based upon reasonable assumptions.

Financial Condition. (a) The Initial Projectionspro forma covenant compliance certificate described in Section 5.1(l), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Funding Date and the use of proceeds thereof thereof, (ii) the issuance of the 2011 Senior Unsecured Notes on or before the Funding Date and the use of proceeds thereof, (iii) the repayment of Indebtedness under the Existing Credit Agreement and (iiiiv) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Such certificate has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position covenant compliance of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsFunding Date, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of Holdings and its Subsidiaries as at December 31, including reports thereon 2010, 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 and Touche LLPPricewaterhouseCoopers, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and except for the lack of footnotes with interim statements). Neither Holdings nor any of its Subsidiaries No Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 2010 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries Group Member of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsaudited consolidated financial statements of the US Borrower and its Subsidiaries, dated December 31, 1998, copies of which have been furnished to each Lender on or before the Third Amendment and Restatement Closing Date, have been prepared using accounting methods, procedures and policies which, except as set forth in Schedule 5.1(a), are in accordance with GAAP and present fairly in all material respects the financial positions of the US Borrower and its Subsidiaries on a consolidated basis as at the date thereof and the results of operations and cash flows for the period then ended. Neither the US Borrower nor any of its Subsidiaries had, to the knowledge of the US Borrower, as at the date of the balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto and which, to the knowledge of the US Borrower, has any reasonable likelihood of resulting in a material cost or loss. (b) The unaudited consolidated financial statement of the US Borrower and its Subsidiaries, dated March 31, 1999, copies of which have been heretofore furnished to each Lender, to the best knowledge of the US Borrower, present fairly in all material respects the financial position of the US Borrower and its Subsidiaries on a consolidated basis as at the date thereof and the results of operations and cash flows for the period then ended; (c) The (i) audited financial statements of each of the companies comprising the Hong Kong Company (other than the PRC Subsidiaries) and (ii) the unaudited financial statements of each of the PRC Subsidiaries, each dated March 31, 1999, copies of which have been furnished to the LenderAdministrative Agent on or before the Third Amendment and Restatement Closing Date, have been prepared giving using accounting methods, procedures and policies which are in accordance with GAAP and present fairly in all material respects the financial positions of such companies and such PRC Subsidiaries, respectively as at the date thereof and the results of operations and cash flows for the period then ended. The unaudited consolidating financial statements of the Hong Kong Company, dated March 31, 1999, copies of which have been furnished to the Administrative Agent on or before the Third Amendment and Restatement, have been prepared using accounting methods, procedures and policies which are in accordance with GAAP and present fairly in all material respects the financial position of the Hong Kong Company on a consolidating basis as at the date thereof and the results of operations and cash flow for the period then ended. (d) The pro forma balance sheet of the US Borrower and its Subsidiaries (the "Hong Kong Pro Forma Balance Sheet"), certified by a Responsible Officer of the US Borrower, copies of which have been heretofore furnished to the Administrative Agent, is, to the best knowledge of the US Borrower, the unaudited balance sheet of the US Borrower as at March 31, 1999, adjusted to give effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, Hong Kong Acquisition and (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingother transactions contemplated hereby. The Initial Projections have been Hong Kong Pro Forma Balance Sheet was prepared based on good faith assumptions and are based on the best information available to Holdings the US Borrower as of the date of delivery thereof, and presents fairly reflect on a pro forma basis the estimated financial position of Holdings the US Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates Third Amendment and assuming the accuracy of projections provided by InfuSystem to HoldingsRestatement Closing Date. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2002 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsMarch 31, 2002, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower as at December 31, including reports thereon 2000 and December 31, 2001, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche KPMG LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2002, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 2001 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Borrower of any material part of its business or propertyProperty.

Financial Condition. (a) The Initial Projectionsaudited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2022, 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 a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the results of their operations and cash flows for the period then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2023, June 30, 2023 and September 30, 2023 and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLPAdministrative Agent, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch dates, and the consolidated results of its their operations and its consolidated cash flows for the respective three-month periods then endedended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph or disclosed in SEC Reports filed prior to the date hereof. During the period from December 31September 30, 2006 2023 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Borrower of any material part of its business or propertyProperty except as has been expressly disclosed in SEC Reports filed prior to the date hereof.

Financial Condition. (a) The Initial Projectionsaudited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at the fiscal year end November 30, 2001 and the related audited consolidated statements of income and retained earnings and of cash flows for the fiscal year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte and Touche, LLP, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date Buyer are complete and the use of proceeds thereof correct and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings the Guarantor and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its their operations and its their consolidated cash flows for the respective periods fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings Except as set forth on Schedule 10.3(a) attached hereto, neither the Guarantor nor any of its consolidated Subsidiaries has had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liabilities liability or liabilities liability for Taxestaxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that which is not reflected in the most recent financial foregoing statements referred to or in this clause (b)the notes thereto. During the period from December August 31, 2006 2002 to and including the Closing Date date hereof there has been no Disposition sale, transfer or other disposition by Holdings the Guarantor or any of its consolidated Subsidiaries of any material part of its business or propertyproperty and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Guarantor and its consolidated Subsidiaries on the date hereof (b) The operating forecast and cash flow projections of the Seller and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Buyer, have been prepared in good faith under the direction of a Responsible Officer of the Seller, and in accordance with GAAP. The Seller has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.

Financial Condition. The Borrower has delivered the following financial statements and projections to the Administrative Agent and the Lenders: (a) The Initial Projections, copies audited balance sheets and the related statements of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation income and of cash flows of the TransactionBorrower and its consolidated Subsidiaries for the fiscal year ended December 31, 2006; (iib) unaudited balance sheets and the Term Loan related statements of income and of cash flows of the Borrower and its consolidated Subsidiaries for fiscal quarter ended March 31, 2007; (c) unaudited monthly balance sheets and related statements of income for the Borrower and its consolidated Subsidiaries through the month most recently ended prior to be made on the Closing Date and the use of proceeds thereof and for which such statements are available; (iiid) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as an opening balance sheet of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at of March 31, 2007 giving effect to the dates set forth in initial Loans hereunder and the Initial Projections, assuming that other transactions to occur on the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings.Closing Date; and (e) five-year projections (consisting of projected balance sheets and statements of income and cash flows prepared by the Borrower) of the Borrower and its consolidated Subsidiaries, which shall have been prepared in good faith based upon reasonable assumptions. The financial statements referred to in subsections (a), (b), (c), and (d) The Initial Financial Statements, including reports thereon by above are complete and accompanied by an unqualified report from Deloitte correct and Touche LLP, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then endedsuch dates. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsconsolidated balance sheet of the Borrower and its Subsidiaries as at October 3, 2004 and the related statements of consolidated income and retained earnings and Statements of Cash Flows of the Borrower and its Subsidiaries for the fiscal year then ended, and the notes thereto, all of which have been delivered to the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the financial condition of the Borrower and its Subsidiaries and the results of their operations and their retained earnings as of the dates and for the periods referred to. The consolidated balance sheets of the Borrower and its Subsidiaries as at July 3, 2005 and the related statements of consolidated income and retained earnings and statements of consolidated cash flows for the three-month period then ended, copies of which have heretofore been furnished to the LenderLenders, have been prepared giving effect (as if such events had occurred on such date) are true and correct and present fairly, subject to (i) normal recurring year-end adjustments, the consummation financial condition of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, date and the consolidated results of its their operations and its consolidated cash flows their retained earnings as of such date and for the respective periods then endedsuch period. 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 (involved. Since October 3, 2004, no material adverse change in the financial condition, the business or operations of the Borrower and its Subsidiaries, taken as a whole, has occurred. All written financial projections concerning the Borrower and its Subsidiaries that have been made available to the Administrative Agent and the Lenders by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as approved by shown in the aforementioned firm of accountants balance sheets and disclosed therein)notes thereto referred to above. Neither Holdings nor any of The Borrower and its Subsidiaries has any material Guarantee Obligationshave no liabilities, contingent liabilities direct or liabilities for Taxescontingent, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected except those disclosed in the most recent financial statements referred to above, and except those arising in this clause (b)the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the financial condition of the Borrower and its Subsidiaries, taken as a whole. During the period from December 31, 2006 to The Borrower and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual or other entity other than Borrower in an aggregate amount material part to the consolidated financial condition of the Borrower and its business or propertySubsidiaries, taken as a whole, except those disclosed in the financial statements referred to above.

Financial Condition. (a) The Initial Projections(i) unaudited pro forma consolidated balance sheet of Borrower and its consolidated Subsidiaries as of March 31, 2006 (including the notes thereto) (the "Pro Forma Balance Sheet") and (ii) unaudited pro forma consolidated statements of income for the fiscal year ended on December 31, 2005, the fiscal quarter ended on March 31, 2006 and the 12 month period ended on March 31, 2006 (the "Pro Forma Income Statements" and, together with the Pro Forma Balance Sheet, the "Pro Forma Financial Statements"), copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionPurchase Agreement Transactions, (ii) the Term Loan Loans to be made on the Closing Restatement Effective Date and the use of proceeds thereof and (iiiiv) the payment of fees fees, expenses and expenses premiums in connection with the foregoing. The Initial Projections Pro Forma Financial Statements have been prepared based on the best information available to Holdings Borrower as of the date of delivery thereof, and presents present fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at of March 31, 2006 and the dates set forth in estimated results of operations of Borrower and its consolidated Subsidiaries for the Initial Projectionsperiods stated above, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates date and assuming at the accuracy beginning of projections provided by InfuSystem to Holdingssuch periods, as applicable. (b) The audited balance sheet of Initial Financial StatementsSecurity, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLPdated as of December 31, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein2005, and the consolidated results related audited statement of its operations income, members' equity and its consolidated cash flows for the respective periods year then ended, as audited by KPMG LLP (the "Audited Financial Statements") reflect the combined balance sheet, statement of income, members' equity and cash flow information of the Purchased Entities as of and for the period covered thereby. All such financial statementsExcept as set forth in the notes thereto or on Schedule 4.1(b), including the related schedules and notes thereto, have been Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied consistently throughout the period covered thereby (unless otherwise specified in such Audited Financial Statements) and (ii) fairly present in all material respects the financial condition and results of operations of the Purchase Entities and their respective Subsidiaries, as applicable, as of the respective dates thereof and for the respective periods involved (except covered thereby. Except as approved set forth in the notes thereto or on Schedule 4.1(b), the unaudited balance sheets of Initial Security, dated as of March 31, 2006, and the related unaudited statements of income prepared internally by the aforementioned firm of accountants and disclosed therein)Purchased Entities for the three-month period then ended were prepared on a consistent basis with the twelve months' management accounts statements for the period ended December 31, 2005 in accordance with Rentokil Initial plc's accounting policies. Neither Holdings nor any of its Subsidiaries has any Prior to giving effect to the Purchase Agreement Transactions, the Purchased Entities have no material Guarantee Obligations, material contingent liabilities or material liabilities for Taxestaxes, or any long-term leases or unusual material forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph other than Capital Lease Obligations entered into in the ordinary course of business. During the period from December 31, 2006 2005 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Purchased Entities of any material part of its their business or property.

Financial Condition. (a) The Initial Projectionsaudited consolidated financial statements of CCHC for the fiscal years ended September 30, 2000 and 2001 and the audited consolidated financial statements of the Borrower for the fiscal years ended September 30, 2002 , reported on by Ernst & Young, LLP, copies of which have heretofore been furnished to each Lender present fairly in all material respects the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of Holdings and its consolidated Subsidiaries CCHC or the Borrower, as applicable, as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereindates, and the consolidated results of its CCHC's or the Borrower's operations, as applicable, and CCHC's or the Borrower's cash flows, as applicable, for the fiscal periods then ended. The unaudited consolidated financial statements of the Borrower for the calendar month and year-to-date periods ending April 30, 2003, certified by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial position of the Borrower as of such date, and the consolidated results of the Borrower's operations and its consolidated the Borrower's cash flows flow for the respective calendar month and year-to-date periods then ended. All such financial statements, including statements and the related schedules and notes thereto, 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). Neither Holdings CCHC nor any of its Subsidiaries has had as at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liabilities liability or liabilities liability for Taxestaxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that which is not reflected in the most recent financial foregoing statements referred to or in this clause the notes thereto and which has any reasonable likelihood of resulting in a material cost or loss. (b). During a) The pro forma balance sheet of the period from December 31, 2006 to Borrower and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries (the "Pro Forma Balance Sheet") and the pro forma condensed consolidated statement of any material part operations of the Borrower and its business or propertySubsidiaries (the "Pro Forma Statement of Operations"), certified by a Responsible Officer of CCHC and the Borrower, copies of which have been heretofore furnished to each Lender, are the pro forma unaudited balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2003, and the pro forma unaudited condensed consolidated statement of operations of the Borrower and its consolidated Subsidiaries for the twelve months ended September 30, 2003, adjusted to give effect (as if such events had occurred on September 30, 2003) to (i) the consummation and funding of the Senior Unsecured Notes and the contemplated disbursement and use of the proceeds thereof (including without limitation, the payment of all obligations then outstanding under the Existing Credit Agreement as required under Section 6.1(b)(i)), (ii) the payment of fees, expenses and financing costs related to the Transactions, and (iii) the consummation of the other Transactions in accordance with the Loan Documents. The Pro Forma Balance Sheet and the Pro Forma Statement of Operations, together with the notes thereto, were prepared based on good faith assumptions as of the date of delivery thereof, and reflect on a pro forma basis the financial position of the Borrower and its Subsidiaries as at September 30, 2003 and for the twelve-month period ending September 30, 2003, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred at September 30, 2003.

Financial Condition. (a) The Initial Projectionsaudited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2021, 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 a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the results of their operations and cash flows for the period then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2022 and June 30, 2022 and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLPAdministrative Agent, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch dates, and the consolidated results of its their operations and its consolidated cash flows for the respective three-month periods then endedended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph or disclosed in SEC Reports filed prior to the date hereof. During the period from December 31June 30, 2006 2022 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Borrower of any material part of its business or propertyProperty except as has been expressly disclosed in SEC Reports filed prior to the date hereof.

Financial Condition. (a) The Initial Projectionsunaudited consolidated balance sheet of Global Signal and its consolidated Subsidiaries as at the end of each calendar month from and after January 1, 2004 until the date hereof, and the related consolidated statements of income and of cash flows for the calendar month ended on such dates, certified by a Responsible Officer, copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct in all material respects and present fairly the consummation consolidated condition of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereindates, and the consolidated results of its their operations and its their consolidated cash flows for the respective periods calendar month then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except for, in the case of any unaudited financial statements, the absence of footnotes and quarterly and year-end adjustments) 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). Neither Holdings the Borrower nor any of its consolidated Subsidiaries has had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liabilities Contingent Liability (other than earnouts pursuant to an Acquisition) or liabilities liability for Taxestaxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction Hedge Agreement (other than those Hedge Agreements, dated as of January 11, 2005 and February 2, 2005, with the Administrative Agent) 50 or other obligation in respect of derivativesfinancial derivative, that which is not reflected in the most recent financial foregoing statements referred or in the notes thereto, subject to in this clause (b)normal year-end adjustments. During the period from December 31, 2006 2003 to and including the Closing Date date hereof there has been no Disposition sale, transfer or other disposition by Holdings Global Signal, the Borrower or any of its their respective consolidated Subsidiaries of any material part of its business or propertyproperty (other than as permitted hereunder) and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person), other than Acquisitions, material in relation to the consolidating financial condition of Global Signal and its consolidated Subsidiaries at December 31, 2003.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2003 (including the notes thereto), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, Facilities and the Preferred Stock issuance and (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingforegoing (including such adjustments, the "PRO FORMA BALANCE SHEET"). The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsJune 30, 2003, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its Subsidiaries as at December 29, including reports thereon 2002, December 30, 2001 and September 30, 2001, and the related consolidated statements of income and of cash flows for the fiscal years, or in the case of the December 30, 2001 balance sheets, the three-month transitional period, ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereineach such date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years, or in the case of the December 30, 2001 balance sheets, the three-month transitional period, then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2003, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has any have no material Guarantee Obligations, contingent liabilities or liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph, to the extent same are required to be so reflected. During the period from December 3129, 2006 2002 to and including the Closing Date there has been no Disposition by Holdings or any of the Borrower or its Subsidiaries of any material part of its business or propertyProperty.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at October 2, copies of which have heretofore been furnished to 2005 (including the Lendernotes thereto) (the "Pro Forma Balance Sheet"), have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionAcquisition, (ii) the Term Loan Loans and any extensions of credit to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsOctober 2, 2005, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at January 2, including reports thereon 2005, December 28, 2003 and December 29, 2002, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch dates, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The audited consolidated balance sheets of Healthfield and its consolidated Subsidiaries as at December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of Healthfield 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 audited consolidated balance sheets of Capital Health Management Group, Inc. ("CHMG") and its consolidated Subsidiaries as at December 31, 2004 and December 31, 2003 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Roberts, Cherry & Company, present fairly the consolidated financial ▇▇▇▇▇▇▇▇▇ ▇▇ ▇HMG 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 Borrower and its consolidated Subsidiaries as at October 2, 2005, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries (for the avoidance of doubt, as of the date of such financial statements) as at January 1, 2006, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended based on the best information available (subject to normal year-end audit adjustments). The unaudited consolidated financial data for the nine-month period ended September 30. 2005 provided to the Administrative Agent prior to the Closing Date, presents fairly the consolidated financial condition of Healthfield and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm firms of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31January 1, 2006 2005 to and including the Closing Date date hereof there has been no Disposition by Holdings the Borrower or any of its Subsidiaries or Healthfield and its consolidated Subsidiaries of any material part of its business or propertyProperty.

Financial Condition. (a) The Initial Projectionsaudited consolidated financial statements of the Borrower and its Subsidiaries as of December 31, copies 1995, reported on by Coopers & Lybr▇▇▇, ▇▇pies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation best knowledge of the TransactionBorrower, (ii) present fairly in all material respects the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereindates, and the consolidated results of its the Borrower's operations and its consolidated the Borrower's cash flows for the respective periods seven months then ended. All such Such financial statements, including statements and the related schedules and notes thereto, thereto have been prepared prepared, to the best knowledge of the Borrower, 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). Neither Holdings the Borrower nor any of its Subsidiaries has had, to the best knowledge of the Borrower, as at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liabilities liability or liabilities liability for Taxestaxes, 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, which is not reflected in the foregoing statements or in the notes thereto and which, to the best knowledge of the Borrower, has any reasonable likelihood of resulting in a material cost or loss. During the period from December 31, 1995 to and including the date hereof there has been, to the best knowledge of the Borrower, no sale, transfer or other disposition by the Borrower or any of its 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 condition of the Borrower and its Subsidiaries at December 31, 1995. (b) The audited combined balance sheets of Albion, DAW, Hoosier and Silicones at December 28, 1995 and the related statements of income, cash flows and changes in 71 66 (c) The unaudited balance sheet of Camden for the fiscal years ended January 29, 1994, January 28, 1995 and January 27, 1996 and for the ten-month period ended November 23, 1996 and the related statements of income, cash flows and changes in shareholders equity for such periods, copies of which have heretofore been furnished to each Lender, to the best knowledge of the Borrower, present fairly in all material respects the financial position of Camden as at such dates, and the consolidated results of Camden's operations and Camden's cash flows for the fiscal periods then ended. All such financial statements have been prepared, to the best knowledge of the Borrower, in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Camden had, to the best knowledge of the Borrower, as at the date of the most recent balance sheet referred to above, no material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesany commodity hedge, that which is not reflected in the most recent financial foregoing statements referred or in the notes thereto and which, to the best knowledge of the Borrower, has any reasonable likelihood of resulting in this clause (b)a material cost or loss. During the period from December 31November 23, 2006 1996 to and including the Second Amendment Closing Date there has been been, to the best knowledge of the Borrower, no Disposition sale, transfer or other disposition by Holdings or any of its Subsidiaries Camden (other than the Camden Acquisition) of any material part of its business, except as disclosed in or contemplated by the Camden Acquisition Documents, or property and no purchase or other acquisition of any business or propertyproperty (including any capital stock of any other Person) material in relation to the financial condition of Camden at November 23, 1996.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished the Borrower and its consolidated Subsidiaries, dated as of December 31, 2002, and adjusted to the Lender, have been prepared giving give effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Original Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have , a copy of which has been furnished to the Administrative Agent and each Lender, has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsDecember 31, 2002, assuming that the applicable events specified in the preceding sentence clauses (i) and (ii) above had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, including reports thereon 2001 and December 31, 2002, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte KPMG LLP, consolidated balance sheet of the Borrower and Touche LLPits consolidated Subsidiaries as at March 31, 2003, and the related consolidated statement of income and of cash flow for the fiscal quarter then ended previously delivered to the Administrative Agent, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its the operations of the Borrower and its consolidated Subsidiaries and their consolidated cash flows for the respective periods fiscal years or fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any Except as disclosed in writing to the Administrative Agent, as of the date hereof, the Borrower and its Subsidiaries has any have no material Guarantee Obligations, contingent liabilities or (which, in the case of contingent liabilities, are of the type required in accordance with GAAP to be disclosed in the Borrower’s annual financial statements) and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, Hedging Obligation that is not reflected in the most recent financial statements referred to in this clause (b)paragraph except for Hedging Obligations incurred since the date of such financial statements in the ordinary course of business and disclosed on Schedule 3.23. During Since the period from December 31Original Closing Date, 2006 to and including the Closing Date date hereof except as disclosed on Schedule 3.1(b), there has been no Disposition by Holdings the Borrower or any of its Subsidiaries of any material part of its business or propertyProperty.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2007 and, if available, December 31, 2007 and the related pro forma consolidated statement of income for the twelve months ended September 30, 2007 and, if available, December 31, 2007 (including the notes thereto) (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation Term Loans to be made and the other Indebtedness to be issued on the Closing Date pursuant to the Plan of Reorganization and the Transactionuse of proceeds thereof, (ii) the Term Loan to be made on consummation of the Closing Date and the use Plan of proceeds thereof Reorganization and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections Pro Forma Financial Statements have been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial Projectionsreferred to above, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates date and assuming without giving effect to “fresh start” accounting, whether or not the accuracy of projections provided by InfuSystem to HoldingsBorrower qualifies therefor. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31 of the most recently ended three fiscal years of the Borrower ending prior to the Closing Date for which audited financial statements were delivered, including reports thereon and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche LLPby a nationally recognized accounting firm, present fairly in all material respects the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of the most recently ended fiscal quarter of the Borrower ending prior to the Closing Date for which unaudited financial statements were delivered, and the related unaudited consolidated statements of income and cash flows for the period ended on such fiscal quarter end, 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 period ended on such fiscal quarter end (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any As of its Subsidiaries the date of such financial statements, no Global Entity has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-long term leases or unusual forward or long-long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 31 of the year ending immediately prior to the year during which the Closing Date occurs to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Global Entities of any material part of its the business or propertyproperty of the Global Entities, taken as a whole, except as otherwise permitted under the Existing DIP Agreement. (c) Since December 31, 2006, there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Effective Date and the use of proceeds thereof and (iiiii) the payment of estimated fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated combined financial position of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsDecember 31, 2006, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, including reports thereon 2005 and December 31, 2006, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly fairly, in all material respects, the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries Subsidiaries, as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its consolidated Subsidiaries has do not have any material Guarantee ObligationsObligations (other than Guarantee Obligations of the Borrower or its Subsidiaries in support of obligations of Subsidiaries in the ordinary course of business consistent with past practice), contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of the Borrower and its consolidated Subsidiaries of any material part of its their business or propertyProperty.

Financial Condition. (a) The Initial Projections, copies of which have Borrower has heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to Administrative Agent and each Lender (i) the consummation an audited consolidated balance sheet of the TransactionBorrower and the Subsidiaries as at December 31, 2021, and the notes thereto and the related consolidated statements of operations, stockholders’ deficit and cash flows for the Fiscal Year then ended, as examined and certified by PricewaterhouseCoopers LLP, independent public accountants and (ii) an unaudited condensed consolidated balance sheet of the Term Loan to be made on the Closing Date Borrower and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at June 30, 2022, and the dates set forth notes thereto and the related condensed consolidated statements of operations, stockholders’ deficit and cash flows for the fiscal quarters then ended. Such financial statements (including the notes thereto) present fairly, in all material respects, the Initial Projectionsfinancial condition of the Borrower and the Subsidiaries and the results of their operations, assuming that the changes in their stockholders’ deficit and their cash flows for the applicable events specified fiscal period then ending, in each case, all in conformity with GAAP consistently applied (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the preceding sentence had actually absence of footnotes). Since December 31, 2021, there has not occurred at such dates and assuming the accuracy of projections provided by InfuSystem any event or circumstance that has resulted or could reasonably be expected to Holdingsresult in a Material Adverse Effect. (b) The Initial Financial StatementsBorrower has, on or prior to the Effective Date, furnished to the Administrative Agent for distribution to the Lenders the Borrower’s forecast model with respect to Fiscal Years through 2023 including reports thereon by a projected consolidated statement of EBITDA and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly selected cash flow information (the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended“Model”). All such financial statements, including the related schedules and notes thereto, have been The Model was prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved good faith by the aforementioned firm of accountants Borrower based on assumptions and disclosed therein). Neither Holdings nor any of its Subsidiaries has any estimates believed by the Borrower on the date thereof to be reasonable, was based on information that the Borrower reasonably believed to be the best information available to the Borrower after due inquiry and accurately reflects all material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in adjustments required to be made to give effect to the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyTransactions.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation The audited Consolidated financial statements of the TransactionBorrower and its Subsidiaries for the fiscal year ended 2012 together with the related Consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates, (ii) the Term Loan to be made unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on the last day of the quarter that ended at least twenty (20) days prior to the Closing Date Date, together with the related Consolidated of income or operations, equity and cash flows for the use of proceeds thereof year-to-date period ending on such date and (iii) a pro forma balance sheet of the payment Borrower and its Subsidiaries as of fees the last day of the quarter that ended at least twenty (20) days prior to the Closing Date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings its Subsidiaries, as applicable, as of the date thereof (subject, in the case of delivery the unaudited financial statements, to normal year-end adjustments and the absence of footnotes) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities required to be reported by GAAP, direct or contingent, of the Borrower and its Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingscontingent obligations. (b) The Initial Financial Statements, including reports thereon by five-year projections of the Credit Parties and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated their Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows (prepared quarterly for the respective periods then ended. All such financial statements, including first year following the related schedules Closing Date and notes thereto, annually thereafter for the term of this Agreement) delivered to the Lenders on or prior to the Closing Date have been prepared in accordance with GAAP applied consistently throughout good faith based upon reasonable assumptions it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the periods involved (except as approved covered thereby may differ from the projected results by the aforementioned firm of accountants a material amount and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is may not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertybe achieved.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation The audited consolidated financial statements of the TransactionParent Borrower and its Subsidiaries for the fiscal years ended December 31, 1999, 2000 and 2001, together with the related consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates, (ii) the Term Loan to be made on unaudited consolidated financial statements of the Closing Date Parent Borrower and its Subsidiaries at and for the use of proceeds thereof nine-month period ending September 28, 2002 and (iii) the payment pro forma balance sheet of fees the Parent Borrower and expenses its Subsidiaries for the most recently ended month for which such information is available ending prior to the Closing Date: (A) were prepared in connection accordance with GAAP (to the foregoing. The Initial Projections have been prepared based on extent applicable) consistently applied throughout the best information available period covered thereby, except as otherwise expressly noted therein, by an independent nationally recognized accounting firm (except with respect to Holdings the unaudited financial statements and pro forma financial statements); (B) fairly present the financial condition of the Parent Borrower and its Subsidiaries as of the date or dates thereof (subject, in the case of delivery thereofthe unaudited financial statements, and presents fairly on a to normal year-end adjustments and, in the case of the pro forma basis balance sheet referred to in subsection (iii) above, such information is true and correct in all material respects and has been determined in good faith based upon reasonable assumptions) and results of operations for the estimated financial position period covered thereby; and (C) show all Indebtedness and other liabilities, direct or contingent, of Holdings the Parent Borrower and its consolidated Subsidiaries as at of the dates set forth date thereof in accordance with GAAP, including liabilities for taxes, (provided that with respect to the Initial Projectionspro forma balance sheet referred to in subclause (iii) above, assuming that such information is true and correct in all material respects and has been determined in good faith based upon reasonable assumptions) and as to the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsaudited consolidated financial statements, contingent obligations. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly 2002 annual budget of the consolidated financial condition of Holdings Parent Borrower and its consolidated Subsidiaries as at made available to the dates set forth therein, Lenders prior to the date hereof and the consolidated results projections of its operations the Parent Borrower and its consolidated cash flows for Subsidiaries through December 31, 2004 made available to the respective periods then ended. All such financial statements, including Lenders prior to the related schedules and notes thereto, date hereof have been prepared in accordance with GAAP applied consistently throughout good faith based upon reasonable assumptions at the periods involved (except as approved by the aforementioned firm of accountants time such budgets and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyprojections were made.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been Pro Forma Financial Statements furnished to the Lender, each Lender pursuant to Section 6.1(c) have been or will be prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections Pro Forma Financial Statements have been or will be prepared based on the best information available to Holdings the Company as of the date of delivery thereof, and presents present fairly or will present fairly on a pro forma basis the estimated financial position of Holdings the Company and its consolidated Subsidiaries as at and for each of the dates and periods set forth in therein; provided that insofar as this representation relates to the Initial Projectionsfinancial information of Constellation, assuming that this representation is made solely to the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to HoldingsCompany’s knowledge. (bi) The Initial Financial Statementsaudited consolidated balance sheets of the Company and its Subsidiaries as at December 31, including reports thereon 2004, December 31, 2005 and December 31, 2006, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of Holdings the Company and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. (ii) To the Company’s knowledge based only on publicly available information, the audited consolidated balance sheets of Constellation and its Subsidiaries as at June 30, 2006, and the related consolidated statements of income and of cash flows for the fiscal years ended on such date, present fairly the consolidated financial condition of Constellation and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. (iii) The unaudited consolidated balance sheet of the Company and its Subsidiaries for each fiscal quarter (iv) To the Company’s knowledge based on publicly available information, the unaudited consolidated balance sheet of Constellation and its Subsidiaries for each fiscal quarter ended after June 30, 2006 and at least 45 days prior to the Effective Date, and the related unaudited consolidated statements of income and cash flows for the period ended on such date, will present fairly in all material respects the consolidated financial condition of Constellation and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP or International Financial Reporting Standards, as applicable, applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein); provided that insofar as this representation relates to the financial information of Constellation, this representation is made solely to the Company’s knowledge. Neither Holdings nor any of its Subsidiaries No Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-long term leases or unusual forward or long-long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries Group Member of any material part of its business or propertyproperty that, if this Agreement had been in effect at such time, would have been prohibited hereunder.

Financial Condition. (a) The Initial ProjectionsUnaudited pro forma consolidated balance sheet of the Borrower, IHK Merger Sub, the Target and their consolidated Subsidiaries as at June 30, 1997 (including the notes thereto) (the "Pro Forma Balance Sheets"), copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionTender Offer, (ii) the Term Loan Loans to be made on the Closing Date and the Tender Funding Date and the use of proceeds thereof thereof, and, separately, (ii) the transactions described in the foregoing clause (i) as well as the Merger and (iii) the financings contemplated by the Alternative A Merger Facilities or the Alternative B Merger Facilities, as contemplated hereby, together with, in the case of each of the Pro Forma Balance Sheets, the other financings and transactions contemplated hereby and the payment of fees and expenses in connection with the foregoing. The Initial Projections Pro Forma Balance Sheets have been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents present fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsJune 30, 1997, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates date and assuming based upon good faith estimates and assumptions believed by management of the accuracy of projections provided Borrower to be reasonable at the time made, it being recognized by InfuSystem the Lenders that such financial information as it relates to Holdingsfuture events is not 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 Initial Financial Statementsaudited consolidated balance sheets of the Borrower as at March 31, including reports thereon 1995, March 31, 1996 and March 31, 1997, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and & Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at June 30, 1997, and the related unaudited consolidated statements of income and cash flows for the three- month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (including all adjustments consisting only of normal recurring accruals necessary for fair presentation of such interim periods). All such financial statements, including the related schedules and notes thereto, if any, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is which are not reflected in the most recent financial statements referred to in this clause paragraph (b). During the period from December March 31, 2006 1997 to and including the Closing Date date hereof there has been no Disposition by Holdings the Borrower or any of its Subsidiaries of any material part of its business or propertyProperty or any transfer of Capital Stock to any Person other than a Wholly Owned Subsidiary Guarantor. (c) The audited consolidated balance sheets of the Target as at October 2, 1994, October 1, 1995 and September 29, 1996, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Price Waterhouse LLP, present fairly the consolidated financial condition of the Target 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 Target as at June 30, 1997, and the related unaudited consolidated statements of income and cash flows for the nine- month period ended on such date, present fairly the consolidated financial condition of the Target as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, if any, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Target and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph (c). During the period from September 30, 1996 to and including the date hereof there has been no Disposition by the Target or its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheets of each of Holdings and the Borrower and their respective consolidated Subsidiaries as of February 28, 2005 (the “Pro Forma Balance Sheets”), copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections Pro Forma Balance Sheets have been prepared based on the best information available to Holdings and the Borrower as of the date of delivery thereof, and presents present fairly on a pro forma basis Pro Forma Basis the estimated financial position of Holdings and its the Borrower and their respective consolidated Subsidiaries as at the dates set forth in the Initial Projectionsof December 31, 2004, assuming that the applicable events specified in the preceding sentence had actually occurred at as of such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of each of Holdings and the Borrower as of December 31, including reports thereon 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report reports from Deloitte and Touche PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of Holdings and its the Borrower as of such dates, and the consolidated Subsidiaries results of their respective operations and consolidated cash flows for the respective fiscal years then ended. The unaudited monthly financial statements of Holdings for the two-month period ended February 28, 2005 present fairly the consolidated financial condition of Holdings as at the dates set forth thereinof such date, and the consolidated results of its operations and its consolidated cash flows for the respective periods two-month period then endedended (subject to normal year end adjustments). All such financial statements, including the related schedules and notes theretothereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and subject in the case of unaudited financial statements to the absence of footnote disclosure). Neither Holdings nor any of its Subsidiaries No Group Member has any material Guarantee Obligations, contingent liabilities or liabilities, liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyparagraph.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower as at June 30, 1998 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionAcquisition, (ii) the Term Loan consummation of the acquisitions listed on Schedule 7.9(c), (iii) the issuance of notes or borrowing of loans under the Put Facility to occur on or prior to the Closing Date, (iv) the Loans to be made on or prior to the Closing Merger Date and the use of proceeds thereof and (iiiv) the payment of estimated fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereofthereof and, and based upon such information, presents fairly in all material respects on a pro forma basis the estimated consolidated financial position of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth in the Initial Projectionsof June 30, 1998, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates date. The Pro Forma EBITDA Statement for the fiscal year ending June 30, 1998 a copy of which has heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on July 1, 1997) to the consummation of the Acquisition and assuming the accuracy acquisitions listed on Schedule 7.9(c). Such Pro Forma EBITDA Statement has been prepared based on the best information available to the Borrower as of projections provided by InfuSystem to Holdingsthe date of delivery thereof and, based on such information, presents fairly in all material respects on a pro forma basis the Consolidated EBITDA of the Borrower for the one-year period ended June 30, 1998. (bc) The Initial Financial Statementsunaudited consolidated balance sheet of the Borrower as at June 30, 1998 and the related unaudited consolidated statements of income and of cash flows for the fiscal year then ended, 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 as at such date, and the consolidated results of operations and consolidated cash flows for the fiscal year then ended and shall not differ in any material respect from the audited consolidated balance sheet of the Borrower as at June 30, 1998 and the related unaudited consolidated statements of income and of cash flows for the fiscal year then ended to be delivered pursuant to Section 6.1 All financial statements described in Section 4.1(b) and (c), including reports thereon the related schedules and notes thereto, if any, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Except for contingent obligations incurred in the ordinary course of business, the Borrower had at the date of the most recent audited balance sheet referred to above no material undisclosed liabilities, material Guarantee Obligations, material contingent liability or material liability for taxes, nor any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in such balance sheet or in the notes thereto. During the period from June 30, 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material part of their business or property. (d) The audited consolidated balance sheet of Daws▇▇ ▇▇▇ its Subsidiaries as at March 31, 1998 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 and Touche LLPKPMG Peat Marwick LLP contained in the annual report of Daws▇▇ ▇▇ Form 10-K filed with the SEC, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as Daws▇▇ ▇▇ at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal year then ended. All The unaudited consolidated balance sheet of Daws▇▇ ▇▇▇ its Subsidiaries as at June 30, 1998, and the related statements of income and cash flows for the three month period ended on such date contained in the quarterly report of Daws▇▇ ▇▇ Form 10-Q filed with the SEC, present fairly the consolidated financial condition of Daws▇▇ ▇▇ at such date, and the consolidated results of its operations and its consolidated cash flows for the three month period then ended (subject to normal year-end audit adjustments). To the best of the Borrower's knowledge, all such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any Except for contingent obligations incurred in the ordinary course of its Subsidiaries has business, to the best of the Borrower's knowledge, the balance sheets referred to above reflect any material Guarantee Obligations, material contingent liabilities or and material liabilities for Taxestaxes, or and any material long-term leases or and material unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in each case as of the most recent financial statements referred to in this clause (b)date of such balance sheets. During the period from December March 31, 2006 1998 to and including the Closing Date date hereof, there has been no Disposition disposition by Holdings or Daws▇▇ ▇▇ any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished the Borrower and its consolidated Subsidiaries, dated as of December 31, 2002, and adjusted to the Lender, have been prepared giving give effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have , a copy of which has been furnished to the Administrative Agent and each Lender, has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsDecember 31, 2002, assuming that the applicable events specified in the preceding sentence clauses (i) and (ii) above had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, including reports thereon 2000 and December 31, 2001, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte KPMG LLP, and Touche LLPthe draft consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2002, and the related consolidated statement of income and of cash flow for the fiscal year then ended previously delivered to the Administrative Agent (the "Draft Financial Statements"), present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its the operations of the Borrower and its consolidated Subsidiaries and their consolidated cash flows for the respective periods fiscal years then ended. The Draft Financial Statements are identical to the financial statements to be included in the Borrower's Report on Form 10-K for fiscal year 2002 except that the financial statements in such report will contain an unqualified auditors report, in customary form and substance, and a subsequent events footnote which will describe the transactions contemplated under this Agreement and the Purchase Agreement, and the notes to such financial statements may contain immaterial editorial changes to the narrative content of such notes. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any Except as disclosed in writing to the Administrative Agent, as of the date hereof, the Borrower and its Subsidiaries has any have no material Guarantee Obligations, contingent liabilities or (which, in the case of contingent liabilities, are of the type required in accordance with GAAP to be disclosed in the Borrower's annual financial statements) and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, Hedging Obligation that is not reflected in the most recent financial statements referred to in this clause (b)paragraph except for Hedging Obligations incurred since the date of such financial statements in the ordinary course of business and disclosed on Schedule 3.23. During the period from December 31, 2006 2002, to and including the Closing Date date hereof except as disclosed on Schedule 3.1(b), there has been no Disposition by Holdings the Borrower or any of its Subsidiaries of any material part of its business or propertyProperty.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2003 (including the notes thereto) (the "PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of the proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information reasonably available to Holdings the Borrower as of the date of delivery thereof, thereof and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsJune 30, 2003, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower as at December 31, including reports thereon 2001 and December 31, 2002, and the related consolidated statements of operations and of cash flows for the fiscal years ended on such dates, reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and accompanied by an unqualified report from Deloitte and Touche Ernst & Young LLP, respectively, present fairly fairly, in all material respects, the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at June 30, 2003, and the related unaudited consolidated statements of operations and cash flows for the six-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended 50 (subject to normal year-end audit adjustments and any other adjustments described therein). All such 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 stated in the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitmentsfinancial statements, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesthe related notes, and except that is not reflected in the most recent quarterly financial statements referred to in this clause (bdo not contain all of the footnote disclosures required by GAAP). During the period from December 31June 30, 2006 2003 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of the Borrower and its consolidated Subsidiaries of any material part of its business or propertyProperty, taken as a whole.

Financial Condition. (a) The Initial ProjectionsUnaudited pro forma consolidated balance sheet of the Borrower, IHK Merger Sub, the Target and their consolidated Subsidiaries as at June 30, 1997 (including the notes thereto) (the "Pro Forma Balance Sheets"), copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionTender Offer, (ii) the Term Loan Loans to be made on the Closing Date and the Tender Funding Date and the use of proceeds thereof thereof, and, separately, (ii) the transactions described in the foregoing clause (i) as well as the Merger and (iii) the financings contemplated by the Alternative A Merger Facilities or the Alternative B Merger Facilities, as contemplated hereby, together with, in the case of each of the Pro Forma Balance Sheets, the other financings and transactions contemplated hereby and the payment of fees and expenses in connection with the foregoing. The Initial Projections Pro Forma Balance Sheets have been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents present fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsJune 30, 1997, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates date and assuming based upon good faith estimates and assumptions believed by management of the accuracy of projections provided Borrower to be reasonable at the time made, it being recognized by InfuSystem the Lenders that such financial information as it relates to Holdingsfuture events is not 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 Initial Financial Statementsaudited consolidated balance sheets of the Borrower as at March 31, including reports thereon 1995, March 31, 1996 and March 31, 1997, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and & Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at June 30, 1997, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (including all adjustments consisting only of normal recurring accruals necessary for fair presentation of such interim periods). All such financial statements, including the related schedules and notes thereto, if any, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is which are not reflected in the most recent financial statements referred to in this clause paragraph (b). During the period from December March 31, 2006 1997 to and including the Closing Date date hereof there has been no Disposition by Holdings the Borrower or any of its Subsidiaries of any material part of its business or propertyProperty or any transfer of Capital Stock to any Person other than a Wholly Owned Subsidiary Guarantor. (c) The audited consolidated balance sheets of the Target as at October 2, 1994, October 1, 1995 and September 29, 1996, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Price Waterhouse LLP, present fairly the consolidated financial condition of the Target 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 Target as at June 30, 1997, and the related unaudited consolidated statements of income and cash flows for the nine- month period ended on such date, present fairly the consolidated financial condition of the Target as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, if any, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Target and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph (c). During the period from September 30, 1996 to and including the date hereof there has been no Disposition by the Target or its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) Except as disclosed in any Monthly Financial Package for the months of July 2003 through November 2004, in any filing by the Borrower with the SEC prior to the Amendment Effective Date or in the Schedules hereto, since June 14, 2002, there has been no material adverse change in the business, assets, operations, properties, prospects or condition, financial or otherwise, of the Borrower and the Subsidiaries, taken as a whole. Subject to the qualifications set forth in the Report of the Borrower to the SEC on Form 8-K dated December 2, 2004, to the best knowledge of the Borrower, the financial statements (including the notes thereto) included in the Monthly Financial Packages described in the immediately preceding sentence present fairly the financial condition and results of operation of the Borrower and the Subsidiaries as of the dates thereof, subject to year-end audit adjustments. (b) The Initial ProjectionsBorrower has, copies of which have heretofore been on or prior to the Amendment Effective Date, furnished to the Lender, have been Administrative Agent for distribution to the Lenders the Borrower's five-year forecast model including a projected consolidated statement of EBITDA and selected cash flow information (the "Model") prepared giving effect (to the Transactions as if such events the Transactions had occurred as of November 2004. The Model was prepared in good faith by the Borrower based on such date) to (i) assumptions and estimates believed by the consummation of Borrower on the Transaction, (ii) the Term Loan date thereof to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared reasonable, was based on the best information available to Holdings as the Borrower after due inquiry and accurately reflects all material adjustments required to be made to give effect to the Transactions. (c) Neither the Borrower nor any Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent, in an aggregate amount in excess of $50,000,000, other than (i) the date liabilities reflected on Schedule 3.06, (ii) obligations arising under this Agreement and (iii) liabilities incurred in the ordinary course of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates business. (d) The analysis set forth in Schedule 3.06 of the Initial Projectionsassets, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates liabilities and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for of the respective periods then ended. All such financial statements, including Borrower individually and of the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except Subsidiaries taken as approved a whole is believed by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in Borrower to be reasonable based on the most recent financial statements referred information available to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertyit.

Financial Condition. (a) The Initial Projectionsconsolidated balance sheets of U.S. Lime and its subsidiaries as of December 31, copies 1996 and 1995, and the related consolidated statements of which have operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1996, together with the notes thereto and the accompanying opinion of Ernst & Young, LLP, independent certified public accountants, all heretofore been furnished to the LenderBank, have been prepared giving effect (as if such events had occurred on such date) to (i) present fairly, in all material respects, the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of Holdings U.S. Lime and its consolidated Subsidiaries as subsidiaries at the dates set forth in the Initial ProjectionsDecember 31, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates 1996 and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein1995, and the consolidated results of its their operations and its consolidated their cash flows for each of the respective periods then endedthree years in the period ended December 31, 1996, in conformity with GAAP. All such financial statementsThe condensed consolidated balance sheets of U.S. Lime and its subsidiaries as of September 30, including 1997 (unaudited) and December 31, 1996 and the related schedules condensed consolidated statements of operations and notes theretoof cash flows of U.S. Lime and its subsidiaries for the nine months ended September 30, 1997 and September 30, 1996 (unaudited), all heretofore furnished to the Bank, have been prepared in all material respects in accordance with all applicable requirements of Form 10-Q of the Securities and Exchange Commission under the Securities Exchange Act of 1934 and, in the opinion of the Borrowers' managements, reflect all adjustments of a normal and recurring nature necessary to present fairly the financial position, results of operations and cash flows of U.S. Lime and its subsidiaries on a consolidated basis for the periods presented in accordance with GAAP, except that certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP applied consistently throughout have been condensed or omitted. Except as set forth on such Financial Statements and on Schedule 5.1.4 hereto, the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has Borrowers do not have any material Guarantee Obligationsfixed, accrued or contingent liabilities obligation or liabilities liability for Taxes, taxes or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, otherwise that is not reflected in the most recent financial statements referred disclosed or reserved against on its balance sheets. The Borrowers have filed all tax returns required to in this clause (b)be filed by them with any taxing authority and have paid all taxes with respect thereto. During the period from Since December 31, 2006 1996, there have been no changes in the condition of the Borrowers' financial position or otherwise, from that set forth in the Consolidated Balance Sheets as of said date that would have a Materially Adverse Effect upon the Borrowers, other than changes, if any, previously disclosed to Bank in writing. The Borrowers do not believe, and including the Closing Date have no reason to believe, that there has been no Disposition by Holdings or will be a change relating to the business of the Borrowers that would cause a Materially Adverse Effect on the Borrowers or any of its Subsidiaries of any material part of its business or propertythem.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation audited consolidated balance sheets of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at December 31, 2006 and December 31, 2007, and the dates set forth in related consolidated statements of income and of cash flows for the Initial Projectionsfiscal years ended on such dates, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon reported on by and accompanied by an unqualified report from Deloitte and Touche LLPPriceWaterhouseCoopers, present fairly in all material respects the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The audited balance sheet of OpCo as at December 31, 2007, and the related statements of income and of cash flows for the fiscal years ended on such date, reported on by and accompanied by an unqualified report from PriceWaterhouseCoopers, present fairly in all material respects the financial condition of OpCo as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal year then ended. The contents of the FOCUS Reports of OpCo for the periods ended March 31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007, copies of which have been furnished to the Lenders, are correct in all material respects as of the date thereof. All such financial statementsstatements (except for the FOCUS Reports), 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 and, to the extent required by GAAP, disclosed therein). Neither Holdings nor any As of the Closing Date, except as set forth on Schedule 3.1, the Borrower and its Subsidiaries has any Subsidiaries, taken as a whole, have no material Guarantee Obligations, material contingent liabilities or material liabilities for Taxestaxes, or any material long-term leases or unusual forward or long-term commitments, including any material interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph or referred in the notes thereto to the extent required in accordance with GAAP to be so reflected or that were incurred since December 31, 2007 in the ordinary course of business. During the period from December 31, 2006 2007 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at on or about December 31, 2004 (including the notes thereto) (the “Original Closing Date Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender party hereto as of the LenderOriginal Closing Date, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionAcquisition, (ii) the Term Loan Loans to be made and the Senior Unsecured Notes to be issued on or before the Original Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections unaudited pro forma consolidated balance sheet of Holdings and its consolidated subsidiaries as at December 31, 2005 (including the notes thereto) (the “First Amendment Effective Date Pro Forma Balance Sheet”), copies of which have been have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Ohio Acquisition, (ii) the Loans to be made on the First Amendment Effective Date and (iii) the payment of fees and expenses in connection with the foregoing. The Original Closing Date Pro Forma Balance Sheet and the First Amendment Effective Date Pro Forma Balance Sheet have each been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial Projectionson or about December 31, 2004 and December 31, 2005, respectively, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates date (except in each case for the effects of fair value adjustments to the acquired tangible and assuming the accuracy of projections provided intangible assets and liabilities required by InfuSystem to Holdingspurchase accounting principles). (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its Subsidiaries as at on or about December 31, including reports thereon 2005, on or about December 31, 2004 and on or about December 31, 2003 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche LLPKPMG LLC, present fairly in all material respects the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the such dates set forth therein, and the their consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. 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 of accountants and disclosed therein). Neither Holdings nor any As of its Subsidiaries the First Amendment Effective Date, no Group Member has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph other than as contemplated by the Loan Documents and Related Agreements. During the period from on or about December 31, 2006 2004 to and including the Original Closing Date there has been was no Disposition by Holdings the Borrower or any of its then existing Subsidiaries of any material part of its business or propertyproperty other than the Acquisition.

Financial Condition. (a) The Initial Projectionsaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of December 31, copies 1995 and the audited consolidated statements of which earnings and statements of cash flows for the years ended December 31, 1995 and December 31, 1994 have heretofore been furnished to each Lender. Such financial statements (including the Lender, notes thereto)(i) have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactionaudited by KPMG Peat Marwick, (ii) have been prepared in accordance with GAAP consistently, applied throughout the Term Loan to be made on the Closing Date and the use of proceeds thereof periods covered thereby and (iii) present fairly (on the payment basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of fees operations and expenses in connection with cash flows of the foregoingBorrower and its consolidated Subsidiaries as of such date and for such periods. The Initial Projections have been prepared based on the best information available to Holdings as unaudited interim balance sheets of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereinend of, and the consolidated results related unaudited interim statements of its operations earnings and its consolidated of cash flows for, each fiscal quarterly period ended after December 31, 1995 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for the respective periods then ended. All each such financial statementsquarterly period, including the related schedules and notes thereto, (i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the aforementioned firm of accountants and basis disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent footnotes to such financial statements referred to in this clause (b)statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such date and for such periods. During the period from December 31, 2006 1995 to and including the Closing Date Date, except as disclosed on Schedule 6.1(a), there has been no Disposition sale, transfer or other disposition by Holdings the Borrower or any of its Subsidiaries of any material part of its the business or propertyproperty of the Borrower and its consolidated Subsidiaries, taken as a whole, and 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, taken as a whole, in each case, 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. (b) The Delivered Annual Statements, including, without limitation, the provisions made therein for reserves, policy and contract claims, copies of which have heretofore been delivered to each Lender, have been prepared in accordance with SAP applied on a consistent basis (except as otherwise disclosed to the Lenders). The Quarterly Statements of each of the Insurance Subsidiaries, including, without limitation, the provisions made therein for reserves, policy and contract claims, as filed with the appropriate Governmental Authorities of its state of domicile, for the fiscal quarters ending March 31, 1996 and June 30, 1996, copies of which have heretofore been delivered to each Lender, have been prepared in accordance with SAP applied on a consistent basis (except as otherwise disclosed to the Lenders). All SAP Statements which have heretofore been delivered to the Lenders fairly present the financial condition, the results of operations, changes in equity and changes in financial position of the Insurance Subsidiaries as of and for the respective dates and period indicated therein.

Financial Condition. (a) The Initial Projectionsaudited consolidated balance sheets of the U.S. Borrower and its consolidated Subsidiaries as at March 1, 2003, and the related consolidated statements of operations and of cash flows for each of the years in the three-year period ended March 1, 2003, reported on by and accompanied by an unqualified report from KPMG LLP, copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings the U.S. Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch dates, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the U.S. Borrower and its consolidated Subsidiaries as at May 31, 2003, and the related unaudited consolidated statements of operations and cash flows for the three month period ended on such date, present fairly the consolidated financial condition of the U.S. Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three month period then ended (subject to normal year-end adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries Except for Permitted MDM Guarantee Obligations, no Group Member has any material Guarantee Obligations, contingent liabilities or of the nature required to be disclosed in financial statements under GAAP and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December May 31, 2006 2003 to and including the Closing Date date of this Agreement there has been no Disposition by Holdings or any of its Subsidiaries Group Member of any material part of its business or propertyproperty other than sales of inventory in the ordinary course of business.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 1, 2000 (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionArovit Acquisition, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsJanuary 1, 2000, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdates. (b) The Initial Financial Statementsaudited consolidated balance sheet of the Borrower and its Subsidiaries as at January 1, including reports thereon 2000, 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 and Touche LLP, KPMG Peat Marwick present fairly in all material respects the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of Except as disclosed on Schedule 4.1, the Borrower and its Restricted Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesderivatives (as of the date no earlier than 30 days prior to the Effective Date), that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31January 1, 2006 2000 to and including the Closing Date Effective Date, there has been no Disposition by Holdings or any of its Subsidiaries the Borrower of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsconsolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1995, and the related consolidated statement of operations and of cash flows for the fiscal year ended December 31, 1995, reported on by Price Waterhouse, copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereineach such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective year then ended. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1996 and the related consolidated statements of operations and of cash flows for the three and nine months ended September 30, 1996, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at each such date, and the consolidated results of their operations and their consolidated cash flows for the three- and nine-month periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed thereintherein and, with respect to the September 30, 1996 financial statements, for the absence of footnotes and year-end adjustments). Neither Holdings Except as set forth on Schedule 5.1, 44 38 neither the Borrower nor any of its consolidated Subsidiaries has had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liabilities liability or liabilities liability for Taxestaxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that which is not reflected in the most recent financial foregoing statements referred to or in this clause (b)the notes thereto. During Except as set forth on Schedule 5.1, during the period from December 31September 30, 2006 1996 to and including the Closing Date there has been no Disposition sale, transfer or other disposition by Holdings the Borrower or any of its consolidated Subsidiaries of any material part of its business or propertyproperty and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at September 30, 1996.

Financial Condition. (a) The Initial Projectionsaudited consolidated balance sheet of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as of December 31, 2007 provided to the Administrative Agent and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows for the fiscal year ended December 31, 2007, copies of which have heretofore been furnished to the LenderAdministrative Agent, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date are complete and the use of proceeds thereof correct and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly in all material respects the consolidated financial condition of Holdings the Guarantor, the Borrowers and its consolidated the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its their operations and its their consolidated cash flows for as of the respective periods then endeddate of such financial statements and other information. All such financial statements, including the related schedules and notes theretothereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings Except as disclosed in writing, neither the Guarantor, the Borrowers nor any of its the Guarantor’s or the Borrowers’ Consolidated Subsidiaries has had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligations, contingent liabilities liability or liabilities liability for Taxestaxes, or any long-long term leases lease or unusual forward or long-long term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that is not reflected in the most recent financial foregoing statements referred to or in this clause (b)the notes thereto. During the period from December 31the date of the financial statements and other financial information delivered to the Administrative Agent, 2006 to and including the Closing Date date hereof, there has been no Disposition sale, transfer or other disposition by Holdings the Guarantor, the Borrowers or any of its the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of its their business or propertyProperty and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Guarantor, the Borrower and the Guarantor’s or the Borrowers’ Consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor, the Borrowers and the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith under the direction of a Responsible Officer of the Guarantor and the Borrowers. The Guarantor and the Borrowers have no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Borrowers shall not be required to provide information in its projections if the disclosure of such information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, copies 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and related statement of income, a copy of which have has heretofore been furnished to the LenderAdministrative Agent, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionAcquisition, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Except as described on Schedule 4.1, the Pro Forma Balance Sheet has been prepared in good faith based on the best information available upon estimates and assumptions believed to Holdings be reasonable as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsJanuary 31, 2007, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates date. Notwithstanding anything to the contrary herein, the Pro Forma Balance Sheet has been prepared using financial information and assuming results with respect to the accuracy of projections provided by InfuSystem Acquired Business as if the financial information and results for the Target’s fiscal year ended December 31, 2006 instead pertained to Holdingsthe twelve month period ended January 31, 2007. (b) The Initial Borrower Historical Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLPcopies of which have heretofore been furnished to the Administrative Agent, except as described on Schedule 4.1, present fairly the consolidated financial condition and results of Holdings and its consolidated Subsidiaries operations of the Borrower as at the such dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then endedended in all material respects (subject to normal year-end audit adjustments, as applicable). All Except as described on Schedule 4.1, all such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm chief financial officer of accountants the Borrower and disclosed therein). Neither Holdings nor any As of the date hereof, other than in respect of matters described on Schedule 4.1, the Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent annual financial statements referred to in this clause (b)paragraph or the Acquired Business Historical Financial Statements. During the period from December January 31, 2006 2007 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries the Borrower of any material part of its business or propertyProperty.

Financial Condition. No Material Adverse Change. ----------------------------------------------- (a) The Initial Projections, copies of which have Borrower has heretofore been furnished to the LenderLenders its (i) consolidated balance sheet and statements of income, have stockholders equity and cash flows (A) as of and for the fiscal year ended December 31, 1997, reported on by Price Waterhouse LLP, independent public accountants, (B) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 1998, certified by its chief financial officer and (ii) consolidated balance sheet and statements of income and stockholders equity as of and for any month and the portion of the fiscal year ended on the last day of such month that has been completed during the fiscal quarter ended June 30, 1998, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 1998, prepared giving effect (to the Transactions as if such events the Transactions had occurred on such date) to . Such pro forma consolidated balance sheet (i) has been prepared in good faith (which assumptions are believed by the consummation of the TransactionBorrower to be reasonable), (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared is based on the best information available to Holdings as of the date of delivery thereofBorrower after due inquiry, (iii) accurately reflects all material adjustments necessary to give effect to the Transactions and (iv) presents fairly on a fairly, in all material respects, the pro forma basis the estimated financial position of Holdings the Borrower and its consolidated Subsidiaries as at of March 31, 1998 as if the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence Transactions had actually occurred at on such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (bc) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries Except as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities on Schedule 3.04 or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During above or the period from December 31notes thereto and except for the Disclosed Matters, 2006 after giving effect to and including the Closing Date there has been no Disposition by Holdings Transactions, none of the Borrower or any of its Subsidiaries has, as of the Effective Date, any material part contingent liabilities, unusual long-term commitments or unrealized losses. (d) Since December 31, 1997, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its business or propertySubsidiaries, taken as a whole.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation audited consolidated balance sheets of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at December 29, 2001, December 29, 2002 and December 31, 2003 and the dates set forth in related consolidated statements of income and of cash flows for the Initial Projectionsfiscal years ended on such dates, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon reported on by and accompanied by an unqualified report from Deloitte Arthur Andersen LLP with respect to the 2001 financial statements a▇▇ ▇▇▇m ▇▇▇▇▇▇▇terhouse Coopers LLP with respect to the 2002 and Touche LLP2003 financial statements, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch dates, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at October 2, 2004, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (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). Neither Holdings nor any As of its Subsidiaries the date of this Agreement, no Group Member has any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or < 30 > foreign currency swap or exchange transaction or other obligation in respect of derivatives, other than those that is (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 clause paragraph 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 (bsuch filings made prior to the date of this Agreement, the "SEC Filings"). During the period from December 31, 2006 2003 to and including the Closing Date date of this Agreement there has been no Disposition by Holdings or any of its Subsidiaries Group Member of any material part of its business or propertyproperty 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 Initial Projections, copies of which have heretofore been furnished Borrower has delivered to the LenderLender the balance sheet of Borrower as of December 31, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction2000, (ii) the Term Loan to be made on the Closing Date and the use related statement of proceeds thereof income, stockholders' equity and (iii) statement of cash flow for the payment year then ended, audited by its independent certified public accountant. Borrower has also delivered to the Lender the unaudited balance sheet of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings Borrower as of March 31, 2001 and the date related unaudited statement of delivery thereofincome, stockholders' equity and presents statement of cash flow for the three (3) months then ended. Such financial statements fairly on a pro forma basis present the estimated financial position condition of Holdings and its consolidated Subsidiaries Borrower as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at of such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except that unaudited financial statements omit certain footnotes); and as approved by of the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligationsdate hereof, contingent there are no obligations, liabilities or Indebtedness (including contingent and indirect liabilities for Taxesand obligations) of Borrower which are (separately or in the aggregate) material and are not reflected in such financial statements or otherwise disclosed herein or in the Schedules. Since the date of the above-referenced year end financial statements, there have not been, except as disclosed in Schedule 4.06: (i) any Material Adverse Change; (ii) any Dividend declared or paid or distribution made on the capital stock of Borrower or any capital stock thereof redeemed or repurchased; (iii) any incurrence of long-term leases debt by Borrower; (iv) any salary, bonus or unusual forward compensation increases to any officers, key employees or long-term commitmentsagents of Borrower, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected than in the most recent financial statements referred to ordinary course of business and consistent with past practice; or (v) any other material transaction entered into by Borrower, except in this clause the ordinary course of business and consistent with past practice. Agreement (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property.Continued) --------------------------------------------------------------------------------

Financial Condition. (a) The Initial Projectionsconsolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2024 and December 31, 2023, respectively, and the related consolidated and consolidating statements of operations and of cash flows for the fiscal years ended on such dates, reported on by BDO USA, P.C., copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) present fairly, in all material respects, the consummation consolidated and consolidating financial condition of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth thereindates, and the consolidated and consolidating results of its their operations and its consolidated of their cash flows for the respective periods fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed otherwise expressly noted therein), and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness. Neither Holdings the Borrower nor any of its consolidated Subsidiaries has had, at the date of the most recent balance sheets referred to above, any material Guarantee ObligationsObligation, material contingent liabilities liability or liabilities material liability for Taxes, or any material long-term leases lease or unusual material forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that which is not reflected in the most recent financial foregoing statements referred to or in this clause the notes thereto. (b). During ) As of the period from December 31date hereof, 2006 to and including there are no material liabilities or obligations of the Closing Date there has been no Disposition by Holdings Borrower or any of its Subsidiaries Subsidiaries, whether direct or indirect, absolute or contingent, or matured or unmatured, other than (i) as disclosed or provided for in the financial statements and notes thereto which are referred to above, or (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, or (iii) arising in the ordinary course of any business since December 31, 2024 or (iv) created by this Agreement. As of the date hereof, the written information, exhibits and reports furnished by the Borrower to the Lenders in connection with the negotiation of this Agreement, taken as a whole, are complete and correct in all material part of its business or propertyrespects.

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactionapplicable Acquisition(s), (ii) the Term Loan Loans to be made on the Closing Date or any subsequent Borrowing Date, as applicable, and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Each Pro Forma Financial Statement has been prepared based on the best information available to Holdings the US Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings US Borrower and its consolidated Subsidiaries as at of the dates set forth in most recent quarter for which financial statements have been delivered pursuant to Section 6.1(b) (or, if none have yet been delivered, for the Initial Projectionsquarter ended March 31, 2009) assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the US Borrower as of December 31, including reports thereon 2008, December 31, 2007, and December 31, 2006, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of Holdings the US Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. To the knowledge of the US Borrower, the Audited Financial Statements of the Acquired Business (as defined in the IDT Agreement) present fairly in all material respects the consolidated financial condition of Assets (as defined in the IDT Agreement) as at the date of such financial statements, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. To the knowledge of the US Borrower, the audited consolidated balance sheets of RMI as of December 31, 2008 (if available), December 31, 2007, and December 31, 2006, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly in all material respects the consolidated financial condition of the RMI and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the US Borrower as at March 31, 2009, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the US Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). To the knowledge of the US Borrower, the unaudited statements of income of RMI for the three-month period ended on March 31, 2009, present fairly in all material respects the financial condition of RMI as at such date, and the results of its operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any No Group Member has, as of its Subsidiaries has the Effective Date or as of the Closing Date, any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December March 31, 2006 2009 to and including the Closing Date date hereof there has been no Disposition by Holdings or any of its Subsidiaries Group Member of any material part of its business or property.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of (x) the Borrower and its consolidated Subsidiaries and (y) the Borrower (which pro forma balance sheet accounts for the Borrower's Subsidiaries using the equity method of accounting), in each case, as at March 31, 2003 (including the notes thereto) (collectively, the "Pro Forma Balance Sheets"), copies of which have heretofore been furnished to the each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Each Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings (x) Borrower and its consolidated Subsidiaries or (y) the Borrower, as the case may be, in each case as at the dates set forth in the Initial ProjectionsMarch 31, 2003 and assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly (x) (i) audited consolidated balance sheets of the consolidated financial condition of Holdings Borrower and its consolidated Subsidiaries as at December 31, 2001 and December 31, 2002 and (ii) the dates set forth thereinstatement of assets (excluding investments) and liabilities to be transferred of the Personal Lines Business of Great American Insurance Company (the "Assumed Agency Business") as of December 31, 2001 and December 31, 2002, reported on by and accompanied by unqualified reports from Ernst & Young LLP, present fairly the financial condition of the Borrower and its consolidated Subsidiaries and the Assumed Agency Business, as the case may be, as at such dates, and the consolidated respective results of its operations and its consolidated cash flows for the respective periods fiscal years then ended, and (y) unaudited Annual Statement of each of the Insurance Subsidiaries as at December 31, 2001 and December 31, 2002, presents fairly the financial condition of such Insurance Subsidiary as at such dates, and for each of the fiscal years then ended, and the respective results of operations and cash flows for the respective fiscal years then ended. The (i) unaudited interim consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2003, and the related unaudited statements of income and cash flows for the three-month period ended on such date present fairly the financial condition of the Borrower and its consolidated Subsidiaries, as at such date, and the results of operations and cash flows for the three-month period then ended (subject to normal year-end audit adjustments), and (ii) the unaudited Quarterly Statement of each of the Insurance Subsidiaries as at, and for the fiscal quarter ended, March 31, 2003, presents fairly the financial condition of such Insurance Subsidiary, as at such date, and the respective results of operations and cash flows for the three-month period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except (i) as approved by the aforementioned firm of accountants and disclosed thereintherein and (ii) with respect to the financial statements of the Borrower's Insurance Subsidiaries, which were prepared in accordance with SAP). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 2002 to and including the Closing Date date hereof, and except as completed in connection with the Borrower's initial public offering of common stock and described in the Borrower's prospectus dated February 12, 2003 relating to such initial public offering, there has been no Disposition by Holdings the Borrower or any of its Subsidiaries of any material part of its business or propertyProperty.

Financial Condition. (a) The Initial Projectionsconsolidated balance sheet of BSX and its consolidated Subsidiaries as at December 31, 2001 and December 31, 2000 and the related consolidated statements of operations and of cash flows for the fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to the LenderBuyer and Lenders, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date are complete and the use of proceeds thereof correct and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries BSX as at the dates set forth thereinsuch dates, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of BSX and its consolidated Subsidiaries as at March 31, 2002 or, if later and prior to the Initial Closing Date, the date of BSX's most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by an Authorized Officer, copies of which have heretofore been furnished to Buyer and each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of BSX and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or an Authorized Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of BSX, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither Holdings BSX nor any of its consolidated Subsidiaries has had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, material contingent liabilities liability or liabilities material liability for Taxestaxes, or any material long-term leases lease or material unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that which is not reflected in the most recent financial foregoing statements referred to or in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertynotes thereto.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1997 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionAcquisition, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsSeptember 30, 1997, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower as at December 31, including reports thereon 1994, December 31, 1995 and December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche Price Waterhouse LLP, present fairly the consolidated financial condition position of Holdings and its consolidated Subsidiaries the Borrower as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at September 30, 1997, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and any notes theretothereto (except in the case of any notes to the financial statements dated as of September 30, 1997), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any As of the date of the most recent financial statements referred to in this paragraph (b), the Borrower and its Subsidiaries has did not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is were not reflected in such financial statements, except as set forth on Schedule 4.1(b). During the period from December 31, 1996 to and including the date hereof, there has been no Disposition by the Borrower of any material part of its business or Property, except as set forth on Schedule 4.1. (c) The audited U.S. Statement of Assets to be Acquired and Liabilities to be Assumed of Linvatec as at December 31, 1995 and December 31, 1996 and the related U.S. Statement of Net Sales and Direct Operating Expenses for the fiscal years ended on such dates, reported on by and accompanied by an audit report from Price Waterhouse LLP, present fairly the consolidated financial position of Linvatec as at such dates, and the consolidated results of its operations for the respective fiscal years then ended. The audited U.S. Statement of Assets to be Acquired and Liabilities to be Assumed of Linvatec as at June 30, 1997 and the related U.S. Statement of Net Sales and Direct Operating Expenses for the six-month period ended on such date, reported on by and accompanied by an audit report from Price Waterhouse LLP, present fairly the consolidated financial position of Linvatec as at such date, and the consolidated results of its operations for the six-month period then ended. The unaudited U.S. Statement of Net Sales and Direct Operating Expenses of Linvatec for the nine-month period ended September 30, 1997, present fairly the consolidated results of operations of Linvatec for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and any notes thereto (except in the case of any notes to the financial statements dated as of June 30, 1997 and September 30, 1997), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). As of the date of the most recent financial statements referred to in this clause paragraph (bc), Linvatec and its Subsidiaries did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that were not reflected in such financial statements, except as set forth on Schedule 4.1(c). During the period from December 31September 30, 2006 1997, to and including the Closing Date date hereof, there has been no Disposition by Holdings or any of its Subsidiaries Linvatec of any material part of its business or propertyProperty, except as set forth on Schedule 4.1.

Financial Condition. (a) The Initial Projections, Company has delivered to the Purchasers true and complete copies of which have heretofore been furnished the consolidated unaudited balance sheet of the Company and its Subsidiaries, and the related statements of income, stockholders' equity and cash flow, for the period beginning May 12, 1997 and ending December 31, 1997 (the "FINANCIAL STATEMENTS"), and will deliver, prior to the Lenderearlier of April 30, have been prepared giving effect (as if such events had occurred on such date) to (i) 1998 or the consummation Second Closing Date, true and complete copies of the Transactionconsolidated audited balance sheet of the Company and its Subsidiaries, (ii) the Term Loan to be made on the Closing Date and the use related statements of proceeds thereof income, stockholders' equity and cash flow, for the period beginning May 12, 1997 and ending December 31, 1997 (iii) the payment of fees and expenses in connection with the foregoing"AUDITED FINANCIAL STATEMENTS"). The Initial Projections have been prepared based on Financial Statements fairly present, and the best information available to Holdings Audited Financial Statements will fairly present, in all material respects, the financial position of the Company and its Subsidiaries as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position results of Holdings operations and cash flows of the Company and its consolidated Subsidiaries as at of the dates date or for the period set forth therein, all in conformity with GAAP consistently applied during the period involved, except as otherwise set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates notes thereto and assuming the accuracy of projections provided by InfuSystem subject to Holdingsnormal year-end audit adjustments. (b) The Initial Company has not received any letters from any of its certified public accountants to the management of the Company other than the auditor's opinion letter that will accompany the above-referenced Audited Financial Statements, including reports thereon by . (c) Each Pro Forma Balance Sheet to be delivered to the Purchasers pursuant to this Agreement shall set forth the assets and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly liabilities of the consolidated financial condition of Holdings Company and its Subsidiaries on a pro forma consolidated Subsidiaries as at basis after taking into account the dates set forth therein, and consummation of the consolidated results of its operations and its consolidated cash flows for the respective periods then endedtransactions contemplated in this Agreement. All Each such financial statements, including the related schedules and notes thereto, Pro Forma Balance Sheet shall have been prepared by the Company in accordance with GAAP applied consistently throughout and shall fairly present in all material respects the periods involved assets and liabilities of the Companies and its Subsidiaries on a consolidated basis, reflecting the consummation of the transactions contemplated by this Agreement and based on the assumptions set forth therein. (except as approved by d) The projections of the aforementioned firm of accountants Company and disclosed therein). Neither Holdings its Subsidiaries on a consolidated basis heretofore delivered to the Purchasers are based on assumptions which were reasonable when made and such assumptions and projections are reasonable on the date hereof and neither the Company nor any of its Subsidiaries has have delivered to any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or Person any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or propertylater dated projections.

Financial Condition. (a) The Initial Projectionsaudited consolidated balance sheets and income statements of the Consolidated Parties for the fiscal years 1998, copies of which have heretofore been furnished to 1999 and 2000 (including the Lender, have been prepared giving effect (as if such events had occurred on such datenotes thereto) to (i) the consummation of the Transactionhave been audited by Ernst & Young LLP, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. 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 and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as approved of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, the related unaudited interim statements of earnings and of cash flows for and the related working capital detail, each fiscal month and quarterly period ended after September 30, 2001 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. Other than as set forth on Schedule 6.1(a), during the period from September 30, 2001 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the aforementioned firm business or property of accountants the Consolidated Parties, taken as a whole, and disclosed therein). Neither Holdings nor no purchase or other acquisition by any of its Subsidiaries has them of any material Guarantee Obligations, contingent liabilities business or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, property (including any interest rate or foreign currency swap or exchange transaction or Capital Stock of any other obligation Person) material in respect relation to the consolidated financial condition of derivativesthe Consolidated Parties, that 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. As of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in this clause the foregoing financial statements or in the notes thereto. (b) The pro forma consolidated balance sheet of the Consolidated Parties as of the Closing Date giving effect to the Transaction in accordance with the terms of the Purchase Agreement and reflecting estimated purchase accounting adjustments (i) has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) is based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. (c) The pro forma balance sheets and related statements of earnings and cash flows for and the related working capital detail of the Consolidated Parties, for fiscal years 2002, 2003, 2004, 2005 and 2006 (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) are based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. (d) The financial statements delivered pursuant to Section 7.1(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a) and (b). During ) and present fairly (on the period from December 31basis disclosed in the footnotes to such financial statements) the consolidated financial condition, 2006 to results of operations and including cash flows of the Closing Date there has been no Disposition by Holdings or any Consolidated Parties as of its Subsidiaries of any material part of its business or propertysuch date and for such periods.

Financial Condition. The Borrower has furnished to the Lender copies of the Selected Consolidated Financial Information included in the Proxy Solicitation (pages 36 through 46, attached hereto as EXHIBIT H) including, but not limited to, the financial information of the Borrower dated September 30, 2002, as well as financial information of Spacenet as of September 30, 2002, attached hereto as EXHIBIT I. Such financial information: (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have has been prepared in accordance with GAAP applied consistently throughout U.S. GAAP.; (b) has been (in the case of audited financial statements) audited by the Borrower's and Spacenet's auditors; (c) is true, correct, complete and accurate in all material respects as of the dates specified therein; and (d) fully and fairly represents the financial condition and state of affairs of the Borrower and Spacenet as at the date to which it was drawn up and for the periods involved (except as approved by specified therein and the aforementioned firm results of accountants their respective financial operations during such period, and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition change in the financial condition of the Borrower Spacenet , to the best knowledge of the Borrower and Spacenet, that has had or could reasonably be expected to have a Material Adverse Effect since the date to which those financial statements mentioned above were drawn up. The Borrower has furnished to the Lender a draft business plan, which has as yet not been approved by Holdings the authorized organ of the Borrower. Borrower is entitled to materially modify or any amend said draft business plan until June 30, 2003, and shall subsequently update, amend or modify it on annual bases. After giving effect to the transactions contemplated or required to occur by the terms of this Agreement as of the Effective Date, the Borrower is, individually and together with Spacenet and its Subsidiaries of any material part of other Subsidiaries, solvent, i.e. is able to meet its business or propertyfinancial obligations when due.

Financial Condition. (a) The Initial Projectionsunaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1998 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsJune 30, 1998, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (b) The Initial Financial Statementsaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, including reports thereon 1996 and December 31, 1997, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte and Touche KPMG Peat Marwick LLP, present fairly the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its operations and its consolidated cash flows for the respective periods fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1998, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of The Borrower and its Subsidiaries has do not have any material Guarantee Obligations, contingent liabilities or and liabilities for Taxestaxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is which are not reflected in the most recent financial statements referred to in this clause (b)paragraph. During the period from December 31, 2006 1997 to and including the Closing Date date hereof there has been no Disposition by Holdings the Borrower or any of its Subsidiaries Subsidiary of any material part of its business or propertyProperty.

Financial Condition. (ai) The Initial Projectionsunaudited PRO FORMA consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at October 31, 1998 (the "PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to the each Lender, have has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, Rotec Acquisition (but without giving effect to any financial results of Rotec Czech s.r.o. Vyorba ("ROTEC CZECH")) (ii) the Term Loan Loans to be made and the equity investments to be received on the Closing Effective Date and the use of proceeds thereof and (iii) the payment of the estimated fees and expenses in connection with the foregoing. The Initial Projections have Pro Forma Balance Sheet has been prepared based on the best information available to Holdings the Borrower as of the date of delivery thereof, and presents fairly fairly, in all material respects, on a pro forma PRO FORMA basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the dates set forth in the Initial ProjectionsOctober 31, 1998, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdingsdate. (bii) The Initial Financial Statements, annual financial statement (including reports thereon by a balance sheet and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated profit-and-loss account) of Rotec (which exclude any financial condition of Holdings and its consolidated Subsidiaries as at the dates set forth therein, and the consolidated results of its operations and its consolidated cash flows Rotec Czech) for the respective periods then ended. All such financial statements, including fiscal year 1997 (hereinafter referred to as the related schedules and notes thereto, "Annual Statement") which have previously been delivered to the Administrative Agent have been duly prepared in accordance with GAAP applied consistently throughout generally accepted German accounting principles, and present a true and fair view of the periods involved (except assets, finance and results situation of Rotec as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 1997 (but do not give effect to the financial results of Rotec Czech). To the extent that there have been options to include items in the assets (Aktivierungswahlrechte), no such items have been included on the balance sheet in the Annual Statement. To extent that there have been options to include items in the liabilities (Passivierungswahlrechte), such items have been included on the balance sheet in the Annual Statement. All statutorily permitted depreciations and all statutorily permitted accruals have been taken. There have been no contingent liabilities (including liabilities from the Closing Date there issue of comfort letters) which were not reflected as below-the-line items on the balance sheet in the Annual Statement. On the closing date of the Rotec Acquisition, Rotec will have no liabilities other than those shown or covered by accruals in the interim balance sheet as of October 31, 1998 which has been no Disposition by Holdings or any previously delivered to the Administrative Agent, except for liabilities resulting from pending contractual relationships which are not required to be shown on a balance sheet (and without giving effect to such financial information of Rotec Czech). Since October 31, 1998 and until the Effective Date, the business operations of Rotec and its Subsidiaries have been and will be, respectively, conducted exclusively in the ordinary course of business (in particular with respect to but not limited to a disposal of a material portion of its Subsidiaries of any material part of its business or propertyassets).

Financial Condition. (a) The Initial Projectionsaudited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at the fiscal year end November 30, 2002 and the related audited consolidated statements of income and retained earnings and of cash flows for the fiscal year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte and Touche, LLP, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transaction, (ii) the Term Loan to be made on the Closing Date Buyer are complete and the use of proceeds thereof correct and (iii) the payment of fees and expenses in connection with the foregoing. The Initial Projections have been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of projections provided by InfuSystem to Holdings. (b) The Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of Holdings the Guarantor and its consolidated Subsidiaries as at the dates set forth thereinsuch date, and the consolidated results of its their operations and its their consolidated cash flows for the respective periods fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings Except as set forth on Schedule 10.3(a) attached hereto, neither the Guarantor nor any of its consolidated Subsidiaries has had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liabilities liability or liabilities liability for Taxestaxes, or any long-long term leases lease or unusual forward or long-long term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that which is not reflected in the most recent financial foregoing statements referred to or in this clause (b)the notes thereto. During the period from December August 31, 2006 2003 to and including the Closing Date date hereof there has been no Disposition sale, transfer or other disposition by Holdings the Guarantor or any of its consolidated Subsidiaries of any material part of its business or propertyproperty and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Guarantor and its consolidated Subsidiaries on the date hereof. (b) The operating forecast and cash flow projections of the Guarantor and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Buyer, have been prepared in good faith under the direction of a Responsible Officer of the Seller, and in accordance with GAAP. The Seller has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.