Common use of Financial Condition Clause in Contracts

Financial Condition. The consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2007 and related consolidated statements of income, shareholders’ equity, comprehensive income and 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a).

Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower Company and its Subsidiaries as of at September 3027, 2007 1997 and September 28 1996 and the related consolidated statements of income, shareholders’ equity, comprehensive income shareholders equity and cash flows of the Borrower Company and its Subsidiaries for the fiscal three-year then endedperiod ended September 27, and 1997, certified by the notes theretoindependent certified public accountants of the Company, all copies of which have been delivered to the Lenders prior to the execution of this AgreementAgent, 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 date and for the period referred to. All such financial statements have been were prepared in accordance with GAAP throughout the period involved. Since September 30GAAP, 2007have been prepared from, no material adverse change in the financial conditionand are consistent with, the business or operations books and records of the Borrower Company and its Subsidiaries, taken as a wholerespectively, has occurred. All written and fairly present in all material respects the consolidated 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 position 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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 Company and its Subsidiaries, taken respectively, as a whole. The Borrower at the respective dates thereof and its Subsidiaries have made no investments in, advances to or guaranties the consolidated results of operations and cash flows of the obligations of any corporation, individual or other entity other than Borrower in an aggregate amount material to the consolidated financial condition of the Borrower Company and its Subsidiaries, taken as a wholerespectively, except those disclosed for the periods then ended. None of the Company or any of its Subsidiaries had at September 27, 1997 any material contingent liabilities, liabilities for Taxes or long-term leases, unusual forward or long-term commitments or unrealized or unanticipated losses from any unfavorable commitments which are not reflected or reserved against in the foregoing statements or in the notes thereto which are of a type required by GAAP to be reflected in financial statements or the notes thereto which are not so reflected. No events which have had or could reasonably be expected to have a Material Adverse Effect have occurred since September 27, 1997 except as reflected therein. (b) Upon giving effect to the Transactions: (i) The fair saleable value of the assets of the Company and each of its Subsidiaries, on a stand-alone basis, exceeds the amount that will be required to be paid on or in respect of the existing debts and other liabilities (including contingent liabilities) of such Person as they mature. (ii) The assets of each of the Company and each of its Subsidiaries, 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 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 Company does not intend to, and will not permit any of its Subsidiaries to, incur debts beyond its 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 of the Company and each of its Subsidiaries, 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 Company does not intend, and does not believe, that final judgments against any of the Company or its Subsidiaries 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 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 Company and each of its Subsidiaries, 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 above or most recently delivered in paragraph (iii) of this Section 4.6(b)), will at all times be sufficient to the Administrative Agent pursuant to Section 5.1(a)pay all such judgments promptly in accordance with their terms.

Financial Condition. The audited consolidated balance sheet sheets of the Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries (including, in each case, (x) the Securitization Manager, if applicable, and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as of September 30December 31, 2007 2022 and the related consolidated statements of income, shareholders’ equity, 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, present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries for (including, in each case, (x) the fiscal year then endedSecuritization Manager, if applicable, and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as of such dates, and the notes thereto, all consolidated results 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 its operations and its Subsidiaries and the results of their operations and their retained earnings as of the date and consolidated cash flows for the period referred torespective fiscal years then ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Since September 30, 2007, no material adverse change in the financial condition, the business or operations of The Parent and its consolidated Subsidiaries and the Borrower and its Subsidiariesconsolidated Subsidiaries (including, taken as in each case, (x) the Securitization Manager, if applicable, and, if any, the subsidiary acting in a wholecapacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2022 to and including the date hereof there has occurred. All written financial projections concerning been no Disposition by the Parent or 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of their respective businesses or other entity other than Borrower in an aggregate amount material to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)Properties.

Financial Condition. The audited 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 each Lender, present fairly the consolidated financial condition of the U.S. Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the U.S. Borrower and its consolidated Subsidiaries as of September 30at May 31, 2007 2003, and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income operations and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedthree month period ended on such date, and present fairly 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 consolidated financial condition of the U.S. Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their retained earnings as of the date and its consolidated cash flow for the three month period referred tothen ended (subject to normal year-end adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Since September 30, 2007Except for Permitted MDM Guarantee Obligations, no Group Member has any material adverse change Guarantee Obligations, contingent liabilities of the nature required to be disclosed in financial statements under GAAP and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including 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 conditionstatements referred to in this paragraph. During the period from May 31, 2003 to and including the date of this Agreement there has been no Disposition by any Group Member of any material part of its business or operations property other than sales 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising inventory in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)business.

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1996 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes thereto, all reported on by KPMG Peat Marwick LLP copies of which have heretofore been delivered furnished to the Lenders prior to Administrative Agent with copies for each Lender, present fairly in all material respects the execution of this Agreement, are correct and complete and fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at September 30, 1997 and the related unaudited consolidated statements of income and of cash flows for the three and nine-month period referred toended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent with copies for each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three and nine-month period then ended (subject to normal year-end audit adjustments), except that they have been prepared on a first-in-first-out inventory valuation method and except for the absence of notes and related schedules. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change 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 financial conditionforegoing statements or in the notes thereto. During the period from December 31, 1996 to and including the business date hereof there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at December 31, taken as a whole1996, except those disclosed in for the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)▇▇▇▇▇▇▇ Acquisition.

Financial Condition. The consolidated Consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September 30at December 31, 2007 2001 and the related consolidated Consolidated statements of income, shareholders’ equity, comprehensive income earnings and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Borrower Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended, 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 date and for the period referred to. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Company nor any of its Consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change 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 Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the financial conditionforegoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or operations property and no purchase or other acquisition 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 any business or property (including any capital stock of any other Person) material in relation 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the Consolidated financial condition of the Borrower Company and its Consolidated Subsidiaries at December 31, 2001. . Since December 31, 2001, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect and during the period from December 31, 2001 to and including the date hereof, except as set forth in Schedule 7.2, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Company or any of its Subsidiaries nor has any of the Capital Stock of the Company or any of its Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its Subsidiaries. As of the Second Restatement Date, taken after giving effect to the transactions contemplated by the Loan Documents to occur on the Second Restatement Date, and as a whole. The Borrower of each Borrowing Date, the Company and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as will be Solvent on a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)Consolidated basis.

Financial Condition. The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1999 and the related consolidated statement of September income, stockholders' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ heretofore furnished to the Administrative Agent and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at June 30, 2007 2000 and their related consolidated statements of income, shareholders’ equity, comprehensive income stockholders' equity and cash flows flow of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, and the notes thereto, all of which have been delivered six month period ended on such date heretofore furnished to the Lenders prior to the execution of this AgreementAdministrative Agent, are complete and correct and complete in all material respects 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its SubsidiariesConsolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six month period on said dates, taken all in accordance with GAAP, as applied on a wholeconsistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except those disclosed as referred to or reflected or provided for in the financial statements Financial Statements or notes thereto referred to above in Schedule 7.02. As of the Closing Date, since December 31, 1999, there has been no change or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)event having a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30at December 31, 2007 1997, and the related audited consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its Consolidated Subsidiaries as at June 30, 1998, and the related unaudited consolidated statements of income and of cash flows for the six month period referred toended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six month period then ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its Consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change 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 financial conditionforegoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the business period from December 31, 1997, to and including the date hereof, there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its Consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any Capital Stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its SubsidiariesConsolidated Subsidiaries at December 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1997.

Financial Condition. The Borrower has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of September 30at the Fiscal Years ended December 31, 2007 2001, 2002 and 2003 and the related consolidated statements of income, shareholders’ equity, comprehensive income stockholders' equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year then ended and (ii) the unaudited consolidated balance sheet of Borrower and its Subsidiaries as at the month ended April 30, 2004 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Borrower and its Subsidiaries for the fiscal year four months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to the absence of footnotes and to changes resulting from audit and normal year-end adjustments. Borrower does not (and will not following the funding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto, all of thereto and which have been delivered in any such case is material in relation to the Lenders prior to the execution business, operations, properties, assets, condition (financial or otherwise) or prospects of this Agreement, are correct and complete and fairly present the financial condition Borrower or any of the its Subsidiaries. The projections of Borrower and its Subsidiaries and the results of their operations and their retained earnings as of the date and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, 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 delivered to the Administrative Agent and the Lenders by the Borrower on or before prior to the Closing Date (consisting of balance sheets and statements of income and cash flows prepared on a quarterly basis through the first four complete fiscal quarters after the Closing Date and thereafter on an annual basis through 2010) 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)assumptions.

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of at September 30, 2007 1999, and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at June 30, 2000, and the related consolidated statements of income and of cash flows for the period referred toended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the period then ended (subject to normal year-end adjustments). All such financial statements 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 case may be, and as disclosed therein). Except for those items set forth on Schedule 3.1A, neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as disclosed on Schedule 3.1B, during the period involved. Since September from June 30, 20072000 to and including the date hereof there has been no sale, no material adverse change in the financial condition, the business transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any Capital Stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at June 30, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)2000.

Financial Condition. The consolidated balance sheet of the Borrower ------------------- Company and its consolidated Subsidiaries as of September 30at December 31, 2007 1995 and the related consolidated statements of income, shareholders’ equity, comprehensive income and retained earnings and changes in cash flows for the fiscal year ended on such date, reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated financial position of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1996, and the notes theretorelated unaudited consolidated statements of income and retained earnings and changes in cash flows for the three-month period ended on such date, all certified by a Responsible Officer, copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present in accordance with GAAP the consolidated financial condition position of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the three-month period referred tothen ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Company nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change 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 financial conditionforegoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from December 31, 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or operations of the Borrower property 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 no purchase 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations acquisition of any corporation, individual business or property (including any Capital Stock of any other entity other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower Company and its Subsidiariesconsolidated Subsidiaries at December 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1995.

Financial Condition. The audited 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 September March 31, 2022 and June 30, 2007 2022 and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedthree-month periods ended on such dates, and the notes thereto, all copies of which have heretofore 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, 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 furnished 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilitiesAgent, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to present fairly the consolidated financial condition of the Borrower and its SubsidiariesSubsidiaries as at such dates, taken and the results of their operations and cash flows for the three-month periods 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 a wholeapproved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantee Obligations, except those disclosed 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 financial statements or notes thereto referred to above in this paragraph or most recently delivered disclosed in SEC Reports filed prior to the Administrative Agent pursuant date hereof. During the period from June 30, 2022 to Section 5.1(a)and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property except as has been expressly disclosed in SEC Reports filed prior to the date hereof.

Financial Condition. (a) The consolidated balance sheet of the ------------------- Borrower and the Restricted Subsidiaries at December 31, 1999, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its the Restricted Subsidiaries as of September 30at March 31, 2007 2000, and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income operations and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedthree-month period ended on such date, and the notes thereto, all copies of which have heretofore been delivered furnished to each Lender, present fairly in all material respects the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the consolidated financial condition of the Borrower and its the Restricted Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the three-month period referred tothen ended (subject to normal year-end audit adjustments and the absence of complete footnote disclosure). All such financial statements 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 and as disclosed therein and except for interim financial statements, which are subject to normal year-end adjustments and lack footnotes). Except as set forth in Schedule 5.1, ------------ during the period involved. Since September 30from December 31, 20071999, to and including the Effective Date there has been no material adverse change in the financial conditionsale, the business transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its Restricted Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporationmaterial part of its business, individual assets or property and no purchase or other entity acquisition of any business, assets or property (including any Equity Interests of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its the Restricted Subsidiaries at December 31, 1999. (b) The financial statements of the Borrower and the Restricted Subsidiaries and other information most recently delivered under Sections -------- 6.1(e), 7.1(a) and (b) were prepared in accordance with GAAP and present -------------- --- fairly in all material respects the consolidated financial condition, results of operations, and cash flows of the Borrower and the Restricted Subsidiaries, taken as a whole, except those disclosed as of, and for the portion of the fiscal year ending on the date or dates thereof (subject in the financial case of interim statements or notes thereto referred only to above or most recently delivered to normal year-end audit adjustments and the Administrative Agent pursuant to Section 5.1(aabsence of footnotes). (i) The pro forma financial information, Budgets and projections attached hereto as Schedule 5.1

Financial Condition. The unaudited consolidated balance sheet of the Borrower Global Signal and its consolidated Subsidiaries as at the end of September 30each calendar month from and after January 1, 2007 2004 until the date hereof, and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedcalendar month ended on such dates, and the notes theretocertified by a Responsible Officer, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are correct and complete and correct in all material respects and present fairly present the financial consolidated condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the period referred tocalendar month then ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP throughout the period involved. Since September 30(except for, 2007, no material adverse change in the financial condition, the business or operations case 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since the dates of such any unaudited financial statements, having 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 case may be, and as disclosed therein). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, Contingent Liability (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Hedge Agreement (other than those Hedge Agreements, dated as of January 11, 2005 and February 2, 2005, with the Administrative Agent) 50 or other financial derivative, which is not reflected in the aggregate foregoing statements or in the notes thereto, subject to normal year-end adjustments. During the period from December 31, 2003 to and including the date hereof there has been no materially adverse effect on sale, transfer or other disposition by Global Signal, the Borrower or any of their respective consolidated Subsidiaries of any material part of its business or property (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 the Borrower Global Signal and its Subsidiariesconsolidated Subsidiaries at December 31, taken as a whole. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)2003.

Financial Condition. The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30at December 31, 2007 1996 and the related consolidated statements of income, shareholders’ equity, comprehensive income stockholders' equity and cash flows flow of the Borrower and its Consolidated Subsidiaries for the fiscal year then endedended on said date, with the opinion thereon of Ernst & Young, L.L.P. heretofore furnished to each of the Lenders 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 unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and the results of their operations as at June 30, 1997 and their retained earnings as related consolidated statements of the date income, stockholders' equity and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, no material adverse change in the financial condition, the business or operations cash flow of the Borrower and its Subsidiaries, taken as a whole, has occurred. All written financial projections concerning Consolidated Subsidiaries for the Borrower and its Subsidiaries that have been made available six month period ended on such date heretofore furnished to the Administrative Agent Agent, are complete 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 correct 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to fairly present the consolidated financial condition of the Borrower and its SubsidiariesConsolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six month period on said dates, taken all in accordance with GAAP, as applied on a wholeconsistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except those disclosed as referred to or reflected or provided for in the financial statements or Financial Statements, notes thereto referred to above and reports and registration statements of the Borrower filed with the SEC. Since December 31, 1996, there has been no change or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)event having a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheet of the Borrower Seller and its the Seller’s Consolidated Subsidiaries as at the fiscal year end 2006 set forth in the registration statement of September 30the Seller filed with the Securities and Exchange Commission on February 1, 2007 and related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its Subsidiaries (Registration No. 333–138591) (“Registration Statement”) for the fiscal year then ended, and reported on without a “going concern” or like qualification arising out of the notes thereto, all scope of which have been delivered to the Lenders prior to the execution of this Agreementaudit conducted by Deloitte & Touche LLP, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its Subsidiaries Seller and the results of their operations and their retained earnings Seller’s Consolidated Subsidiaries as of the date and for the period referred tosuch date. All such financial statements statements, including the related schedules and notes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the period involved. Since September 30, 2007, 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 periods involved (except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(adisclosed therein). The Borrower and its Seller or any of the Seller’s Consolidated Subsidiaries have no liabilitieshad, direct as of the date of the most recent balance sheet referred to above, any material contingent liability or contingentliability for taxes, except those disclosed or any long term lease or unusual forward or long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that is not reflected in the financial foregoing statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since notes thereto. During the dates of such financial statementsperiod from December 31, having in 2006, to and including the aggregate date hereof, there has been no materially adverse effect on sale, transfer or other disposition by the financial condition Seller or any of the Borrower and its Subsidiaries, taken as a whole. The Borrower and its Seller’s Consolidated Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of their business or Property and no purchase or other entity acquisition of any business or Property (including any Equity Interests of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower Seller and its Subsidiaries, taken the Seller’s Consolidated Subsidiaries on the date hereof except as a whole, except those disclosed contemplated in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)Registration Statement.

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1998, and the related consolidated statements of income, shareholders’ equity, comprehensive income operations and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended December 31, and the notes thereto1998, all reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been delivered furnished to each Lender, present fairly the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the year then ended. The consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at March 31, 1999 and the related consolidated statements of operations and of cash flows for the three months ended March 31, 1999, 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-month period referred tothen ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants and as disclosed therein and, with respect to the March 31, 1999 financial statements, for the absence of footnotes and year-end adjustments). Since September 30Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), 2007neither the Borrower nor any of its consolidated Subsidiaries had, no at the date of the most recent balance sheet referred to above, any material adverse change 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 financial conditionforegoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the business period from March 31, 1999 to and including the Closing Date there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at March 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1999.

Financial Condition. (a) The audited consolidated balance sheet of the Borrower as at Fiscal Year End 1999, and its Subsidiaries as of September 30, 2007 and the related audited consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, certified by the Accountants, and the notes theretounaudited consolidated balance sheet of the Borrower as at Third Quarter End 2000 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this AgreementAgent, are correct and complete and present fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such respective dates, and the results of their its operations and their retained earnings its cash flows for the fiscal periods then ended. The audited consolidated balance sheet of NNE as at December 31, 1999, and the related audited consolidated statements of income and of cash flows for the fiscal year ended on such date, certified by the Accountants, and the unaudited consolidated balance sheet of NNE as at June 30, 2000, and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, copies of which have heretofore been furnished to the Agent, present fairly, to the best knowledge of the date Borrower, in all material respects the financial condition of NNE as at such respective dates, and the results of its operations and its cash flows for the period referred tofiscal periods then ended. All such financial statements (the "Financial Statements"), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period periods involved. Since September 30Neither the Borrower nor NNE has, 2007as of such date, no material adverse change any 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 financial conditionforegoing statements or in the notes thereto. Since Fiscal Year End 1999 (or, with respect to NNE prior to consummation of the business NNE Acquisition, December 31, 1999) there has been no event or operations condition resulting in a Material Adverse Effect. (b) The pro forma balance sheet of the Borrower and its Subsidiariesas at December 31, taken as 2000, a whole, copy of which has occurred. All written financial projections concerning the Borrower and its Subsidiaries that have heretofore been made available furnished to the Administrative Agent and Agent, presents fairly 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the pro forma financial condition of the Borrower as at such date, assuming (i) the Loans to be made, and its SubsidiariesLetters of Credit to be issued, taken on the Closing Date had been made and issued, as a whole. The Borrower and its Subsidiaries have made no investments inapplicable, advances (ii) the NNE Acquisition had been consummated immediately prior to or guaranties such date in accordance with the terms of the obligations of any corporation, individual or other entity other than Borrower in an aggregate amount material Acquisition Agreement and (iii) all Indebtedness to be repaid on the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)Closing Date had been repaid.

Financial Condition. (a) The Company has heretofore furnished to the Lender (i) the audited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of September 30, 2007 and the related consolidated statements of income, shareholders’ equity, comprehensive income retained earnings and cash flows flow of the Borrower Company and its Subsidiaries consolidated Subsidiaries, audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent certified public accountants, for the fiscal year then endedended September 30, 1998 and (ii) the unaudited balance sheet of the Company and its consolidated Subsidiaries and the notes theretorelated consolidated statements of income, all retained earnings and cash flow of which have been delivered to the Lenders prior to Company and its consolidated Subsidiaries for the execution of this Agreementsix month period ended March 31, are correct and complete 1999. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and fairly present the financial condition of the Borrower and its Subsidiaries and the results of their operations of the Company and their retained earnings its consolidated Subsidiaries as of the date of such financial statements and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since periods to which they relate and since September 30, 20071998, no material adverse change in the financial condition, the business or operations of the Borrower and its Subsidiaries, taken as a whole, Material Adverse Effect has occurred. All written financial projections concerning the Borrower and its Subsidiaries that have been made available The Company shall deliver to the Administrative Agent and Lender, a certificate of the Lenders by Chief Financial Officer of the Borrower Company to that effect 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 thereofDate. The real estate Other than obligations 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those liabilities arising in the ordinary course of business since September 30, 1998, there are no obligations or liabilities contingent or otherwise, of the dates Company or any of its consolidated Subsidiaries which are not reflected or disclosed on such financial statements, having audited statements other than obligations of the Company and of its consolidated Subsidiaries incurred in the aggregate no materially adverse effect on ordinary course of business (which shall be deemed to exclude acquisitions by the financial condition Company or any consolidated Subsidiary of the Borrower business or assets (including, without limitation, stock) of any Person). (b) The Company, individually, and together with its consolidated Subsidiaries, taken as a whole. The Borrower is Solvent and its Subsidiaries have made no investments inimmediately after giving effect to each Loan and each other extension of credit contemplated by this Agreement and the execution of each Loan Document, advances to or guaranties will be Solvent. (c) As of the obligations Closing Date the assets of any corporation, individual or other entity other than Borrower in an aggregate amount material to the consolidated financial condition Global Payment Technologies (Europe) Limited do not exceed five percent (5%) of the Borrower total consolidated assets of the Company and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a).its

Financial Condition. (a) The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of September 30at December 31, 2007 2004 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2005 and the notes theretorelated unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, all certified by a Responsible Officer, copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the three-month period referred to. then ended (subject to normal year-end audit adjustments and the absence of footnotes). (b) All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither any Borrower nor any of their consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change 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 financial conditionforegoing statements or in the notes thereto. Except to the extent permitted under this Agreement or separately disclosed to the Lenders in writing prior to the date hereof, the there has been no sale, transfer or other disposition by any Borrower or any of their consolidated Subsidiaries of any material part of its business or operations of the Borrower property 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 no purchase 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations acquisition of any corporation, individual business or property (including any Capital Stock of any other entity other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the such Borrower and its Subsidiariesconsolidated Subsidiaries at December 31, taken as a whole2004 during the period from December 31, except those disclosed in 2004 to and including the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)date hereof.

Financial Condition. (a) The consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of January 31, 1996, January 31, 1997 and January 31, 1998 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at October 31, 2007 1998 and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endednine-month period ended on such date, and the notes theretocertified by a Responsible Officer, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated 70 64 results of their operations and their retained earnings as of the date and consolidated cash flows for the nine-month period referred tothen ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or other material agreement 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 financial conditionforegoing statements or in the notes thereto. During the period from January 31, 1998 to and including the business Closing Date (other than the Acquisition and as set forth on Schedule 5.1(a) hereto) there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at January 31, 1998. (b) The Borrower has furnished the Lenders with copies of the CMI (i) unaudited consolidated balance sheet as of September 30, 1998 (the "Latest Balance Sheet") and the related consolidated statements of income and cash flow for the four-month period then ended and (ii) audited consolidated balance sheets and consolidated statements of income and cash flow for the fiscal years ended May 31, 1998, 1997 and 1996. Each of the foregoing financial statements (including in all cases the notes thereto, if any) (the "Financial Statements") is correct and complete, presents fairly in all material respects CMI"s and its Subsidiaries" financial condition and results of operations as of the times and for the periods referred to therein, and except as set forth on Schedule 5.1(b) hereto (the "Exceptions to GAAP Schedule") has been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), subject in the case of unaudited financial statements to changes resulting from normal year-end audit adjustments and to the absence of footnote disclosure. Without limiting the generality of the foregoing, with respect to the Financial Statements (i) adequate provision has been made for doubtful accounts; (ii) receivables and sales are stated net of discounts, returns and allowances; and (iii) all items of income or expense that are unusual or of a non-recurring nature are separately disclosed on the Financial Statements. As to CMI and its Subsidiaries, taken as a wholeno accounts payable have been written off since May 31, except those disclosed 1998 and no provision in the financial statements Financial Statements is necessary under GAAP (except as otherwise disclosed therein) for liability for product warranties or notes thereto referred to above the manufacture or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)sale of defective products.

Financial Condition. The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2008, December 31, 2009 and December 31, 2010, 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 PricewaterhouseCoopers, present fairly 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 respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of September 30at March 31, 2007 2011, and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedquarter ended on such date, and present fairly 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 consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of their its operations and their retained earnings as of the date and its consolidated cash flows for the period referred tosuch fiscal quarter then ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Since September 30As of the Closing Date, 2007, no material adverse change in the financial condition, the business or operations of the Borrower and its Subsidiaries, taken as a whole, has occurredhave no material Guarantee Obligations, material contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or referred in the notes thereto to the extent required to be so reflected or incurred since March 31, 2011. All written financial projections concerning the Borrower and its Subsidiaries that Except as may have been made available disclosed in a Loan Party’s filings with the SEC prior to the Administrative Agent date hereof, during the period from March 31, 2011 to and the Lenders by the Borrower on or before including the Closing Date have been prepared in good faith based upon reasonable assumptions in Date, no Group Member has completed 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 acquisition or lien securing an indebtedness disposition of a material principal significant amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilitiesof assets, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising otherwise than in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)business.

Financial Condition. (a) The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of September 30at January 31, 2007 2001 and the related consolidated statements statement of incomeoperations for the fiscal year ended on such date, shareholders’ equityaudited by PricewaterhouseCoopers LLP, comprehensive income or any successor thereto, a copy of which has heretofore been furnished to each Lender, present fairly in accordance with GAAP the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants and as disclosed therein). Since September 30Neither the Company nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial condition, foregoing statements or in the business notes thereto or operations expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiariesconsolidated Subsidiaries as at November 1, taken as a whole, has occurred. All written financial projections concerning 2001 and the Borrower related unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries that for the quarter ending November 1, 2001, certified by a Responsible Officer of the Company, copies of which have heretofore been made available furnished to each Lender, present fairly in accordance with GAAP the Administrative Agent financial position of the Company and its consolidated Subsidiaries as at such dates. Such balance sheet and statements of income and cash flows, including the Lenders by the Borrower on or before the Closing Date related schedules and notes thereto, 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 accordance with GAAP (except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(aapproved by such Responsible Officer and disclosed therein). The Borrower Company and its consolidated Subsidiaries did not have at the date of such balance sheet and statements of income and cash flows, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency exchange transaction, which is not reflected in such balance sheet, statements of income and cash flows or in the notes thereto. During the period from November 1, 2001 to the Closing Date, no liabilitiesdividends or other distributions have been declared, direct paid or contingentmade upon the Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries, respectively, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)permitted by subsection 8.11.

Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September at November 30, 2007 1997 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, reported on by Ernst and the notes theretoYoung, all LLP, copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at February 28, 1998 and the related unaudited consolidated statements of income and of cash flows for the three-month period referred toended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the financial conditionforegoing statements or in the notes thereto. During the period from August 31, 1997 to and including the business date hereof there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any Capital Stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at August 31, taken 1997. (b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at November 30, 1997, certified by a wholeResponsible Officer of the Borrower (the "Pro Forma Balance Sheet"), except those disclosed in the financial statements or notes thereto referred to above or most recently delivered a copy of which has been provided to the Administrative Agent pursuant and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to Section 5.1(a)give effect (as if such events had occurred on such date) to (i) the Kwik Acquisition, (ii) the Refinancing, (iii) the making of the Term Loans, (iv) the making of the Revolving Credit Loans to be made on the Closing Date, (v) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and (vi) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at November 30, 1997, assuming that the events specified in the preceding sentence had actually occurred on such date. (c) The operating forecast and cash flow projections of the 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. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.

Financial Condition. (a) The Borrower has heretofore furnished to each of the Lenders the consolidated balance sheet of the Borrower and its Subsidiaries as of September at June 30, 2007 1996 and the related consolidated statements of incomeearnings, shareholders’ equity, comprehensive income and cash flows and changes in shareholders' equity of the Borrower and its Subsidiaries for the fiscal year then endedended on said date, and with the notes thereto, all opinion thereon 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 date and for the period referred toErnst & Young LLP. All such financial statements have been prepared fairly present, in accordance with GAAP throughout the period involved. Since September 30all material aspects, 2007, 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, as at said date, and the consolidated results of their operations for the fiscal year ended on said date, all in accordance with GAAP. (b) The Borrower has heretofore furnished to each of the Lenders the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 1997 and the related unaudited consolidated statements of earnings, cash flows and changes in shareholders' equity of the Borrower and its Subsidiaries for the nine month period ended on said date. All such financial statements fairly present, in all material aspects, the consolidated financial condition of the Borrower and its Subsidiaries, as at said date, and the consolidated results of their operations for the nine month period ended on said date, all in accordance with GAAP. (c) As of the Effective Date (which is the only date on which the representation in this sentence is made), since March 31, 1997, there has been no material adverse change, and nothing has occurred that is reasonably likely to result in any material adverse change, in the consolidated financial condition, operations or business taken as a whole, except those disclosed whole of the Borrower and its Subsidiaries from that set forth in the financial statements or notes thereto referred to in clause (b) above or most recently delivered as at the date referred to the Administrative Agent therein. As of any subsequent date on which this representation is made pursuant to Section 5.1(a3.02(e), since March 31, 1997, there has been no material adverse change in the ability of the Borrower to perform its obligations hereunder or in the rights and obligations of the Lenders hereunder.

Financial Condition. (a) The audited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of September 30dated December 29, 2007 1995 and December 27, 1996, and the related consolidated statements of incomeincome or operations, shareholders’ equity, comprehensive income ' equity and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedperiods ended on such dates: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, 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 except as otherwise expressly noted therein; (ii) present fairly present the financial condition of the Borrower and its Subsidiaries as of the dates thereof and the results of their operations for the periods covered thereby; and (iii) except as specifically disclosed in SCHEDULE 7.10, show all material indebtedness and their retained earnings other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations, which are required to be disclosed in accordance with GAAP. (b) Since December 27, 1996, there has been no Material Adverse Effect. (c) To the best knowledge of the Borrower, after due inquiry, the audited consolidated financial statements of the ▇▇▇▇▇▇▇ Page and its Subsidiaries dated December 31, 1995 and December 31, 1996, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the period referred to. All fiscal periods ended on such financial statements have been dates: (i) were prepared in accordance with GAAP GAAP, as applied in the United Kingdom, consistently applied throughout the period involved. Since September 30covered thereby, 2007except as otherwise expressly noted therein; (ii) present fairly the financial condition of ▇▇▇▇▇▇▇ Page and its Subsidiaries as of the dates thereof and results of operations for the periods covered thereby; and (iii) except as specifically disclosed in SCHEDULE 7.10, no show all material adverse change indebtedness and other liabilities, direct or contingent, of ▇▇▇▇▇▇▇ Page and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations, which are required to be disclosed in accordance with GAAP, as applied in the United Kingdom. (d) The Pro Forma Historical Statements provided to the Agent and the Banks fairly present the historical pro forma financial condition, the business or condition and results of operations of the Borrower and its SubsidiariesSubsidiaries and, taken as a wholeto the best of its knowledge, has occurred. All written financial projections concerning the Borrower ▇▇▇▇▇▇▇ Page and its Subsidiaries that have been made available for the respective periods covered thereby, giving effect to the Administrative acquisition of the Acquired Business. (e) The Pro Forma Projections provided to the Agent and the Lenders Banks were prepared by the Borrower on or before the Closing Date have been prepared in good faith and are based upon assumptions which the Borrower believed, to the best of its knowledge, to have been reasonable assumptions in the sole opinion all material respects as of the Borrower’s management at the time of the preparation thereof. The real estate thereof and other fixed assets as of the Borrower and its Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)Closing Date.

Financial Condition. (a) The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of September 30at January 31, 2007 1999 and the related consolidated statements statement of incomeoperations for the fiscal year ended on such date, shareholders’ equityaudited by PricewaterhouseCoopers LLP, comprehensive income or any successor thereto, a copy of which has heretofore been furnished to each Lender, present fairly in accordance with GAAP the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants and as disclosed therein). Since September 30Neither the Company nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial condition, foregoing statements or in the business notes thereto or operations expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiariesconsolidated Subsidiaries as at May 2, taken as a whole, has occurred. All written financial projections concerning 1999 and the Borrower related unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries that for the quarter ending May 2, 1999, certified by a Responsible Officer of the Company, copies of which have heretofore been made available furnished to each Lender, present fairly in accordance with GAAP the Administrative Agent financial position of the Company and its consolidated Subsidiaries as at such dates. Such balance sheet and statements of income and cash flows, including the Lenders by the Borrower on or before the Closing Date related schedules and notes thereto, 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 accordance with GAAP (except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(aapproved by such Responsible Officer and disclosed therein). The Borrower Company and its consolidated Subsidiaries did not have at the date of such balance sheet and statements of income and cash flows, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency exchange transaction, which is not reflected in such balance sheet, statements of income and cash flows or in the notes thereto. During the period from May 2, 1999 to the Closing Date, no liabilitiesdividends or other distributions have been declared, direct paid or contingentmade upon the Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries, respectively, except those disclosed as permitted by subsection 8.11. (c) The unaudited consolidated pro forma balance sheet of the Company and its consolidated Subsidiaries as at January 31, 1999, certified by a Responsible Officer of the 53 48 Company (the "Pro Forma Balance Sheet"), a copy of which has heretofore been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries, adjusted to give effect (as if such events had occurred on such date, but excluding any purchase accounting adjustments) to (i) the Transaction, (ii) and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and (iii) the incurrence of all Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Transaction. The Pro Forma Balance Sheet, together with the notes thereto, was prepared based on good faith assumptions in accordance with GAAP, excluding any purchase accounting adjustments, and is based on the best information available to the Company and its consolidated Subsidiaries as of the date of delivery thereof, and reflects on a pro forma basis the financial position of the Company and its consolidated Subsidiaries as of the Closing Date as adjusted, as described above, assuming that the events specified in the financial statements or notes thereto referred to above or most recently delivered to preceding sentence had actually occurred at the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)Closing Date.

Financial Condition. (a) The Company has heretofore furnished to the Lender (i) the audited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of September 30, 2007 and the related consolidated statements of income, shareholders’ equity, comprehensive income retained earnings and cash flows flow of the Borrower Company and its consolidated Subsidiaries, audited by Arthur Andersen, LLP, independent certified public accountants, for th▇ ▇▇▇▇a▇ ▇▇▇▇ ▇nded September 30, 2001 and (ii) the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries and the related consolidated statements of income, retained earnings and cash flow of the Company and its consolidated Subsidiaries for the fiscal year then endednine month period ended June 30, and the notes thereto2002. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, all of which have been delivered to the Lenders prior to the execution of this Agreementapplied on a consistent basis, are correct and complete and fairly present the financial condition of the Borrower and its Subsidiaries and the results of their operations of the Company and their retained earnings its consolidated Subsidiaries as of the date of such financial statements and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since periods to which they relate and since September 30, 20072001, no material adverse change in the financial condition, the business or operations of the Borrower and its Subsidiaries, taken as a whole, Material Adverse Effect has occurred. All written financial projections concerning the Borrower and its Subsidiaries that have been made available The Company shall deliver to the Administrative Agent and Lender, a certificate of the Lenders by Chief Financial Officer of the Borrower Company to that effect 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 thereofDate. The real estate Other than obligations 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those liabilities arising in the ordinary course of business since September 30, 2001, there are no obligations or liabilities contingent or otherwise, of the dates Company or any of its consolidated Subsidiaries which are not reflected or disclosed on such financial statements, having audited statements other than obligations of the Company and of its consolidated Subsidiaries incurred in the aggregate no materially adverse effect on ordinary course of business (which shall be deemed to exclude acquisitions by the financial condition Company or any consolidated Subsidiary of the Borrower business or assets (including, without limitation, stock) of any Person). (b) The Company, individually, and together with its consolidated Subsidiaries, taken as a whole. The Borrower is Solvent and its Subsidiaries have made no investments inimmediately after giving effect to each Loan and each other extension of credit contemplated by this Agreement and the execution of each Loan Document, advances to or guaranties of the obligations of any corporation, individual or other entity other than Borrower in an aggregate amount material to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)will be Solvent.

Financial Condition. The consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as of September at December 30, 2007 2000 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended, 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 date and for the period referred to. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants and as disclosed therein). Since The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2007, 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 2001 and the Lenders related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by the Borrower on or before the Closing Date a Responsible Officer, copies of which have heretofore been furnished to each Lender, 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 accordance with GAAP (except as shown in permitted by Form 10-Q under the balance sheets or notes thereto referred to above or most recently delivered to Securities and Exchange Act of 1934, as amended) applied consistently throughout the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)periods involved, and except those arising in present fairly the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the consolidated financial condition of the Borrower Parent and its Subsidiariesconsolidated Subsidiaries as at such date, taken as a wholeand the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). The Borrower Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower Parent and its Subsidiariesconsolidated Subsidiaries at September 30, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)2001.

Financial Condition. The consolidated balance sheet of the Borrower Kimco and its Subsidiaries subsidiaries as of September 30at December 31, 2007 2004 and December 31, 2003 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the respective fiscal year then endedyears ended on such dates, and the notes theretoreported on by PricewaterhouseCoopers, all LLP, copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this AgreementLenders, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower Kimco and its Subsidiaries subsidiaries as at such dates, as applicable and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the applicable fiscal year then ended. The unaudited consolidated balance sheet of Kimco and its subsidiaries as at September 30, 2005 and the related unaudited consolidated statements of income and of cash flows for the three-month period referred toended on such date, certified by a Responsible Officer of Kimco, copies of which have heretofore been furnished to the Lenders, 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 their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period periods involved. Since September 30Except as set forth on Schedule 4.1, 2007neither Kimco nor any of the Consolidated Entities has, no at the Effective Date, any material adverse change Indebtedness, Guarantee Obligation, contingent liability or liability for taxes, or any unusual forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial conditionforegoing statements or in the notes thereto. Except as set forth on Schedule 4.1, during the period from December 31, 2004 to and including the Effective Date there has been no sale, transfer or other disposition by Kimco or any of the Consolidated Entities of any material part of its business or operations of the Borrower property 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 no purchase 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations acquisition of any corporation, individual business or property (including any capital stock of any other entity other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of Kimco and the Borrower and its SubsidiariesConsolidated Entities at December 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)2004.

Financial Condition. The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2025, 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 September 30March 31, 2007 2026 and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedthree-month periods ended on such dates, and the notes thereto, all copies of which have heretofore 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, 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 furnished 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilitiesAgent, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to present fairly the consolidated financial condition of the Borrower and its SubsidiariesSubsidiaries as at such dates, taken and the results of their operations and cash flows for the three-month periods 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 a wholeapproved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantee Obligations, except those disclosed 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 financial statements or notes thereto referred to above in this paragraph or most recently delivered disclosed in SEC Reports filed prior to the Administrative Agent pursuant date hereof. During the period from March 31, 2026 to Section 5.1(a)and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property except as has been expressly disclosed in SEC Reports filed prior to the date hereof.

Financial Condition. The Borrower has heretofore furnished to each Lender copies of (i) the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 2001 and the related audited consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows for the fiscal year ended on such date, audited by PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2002 and the related unaudited consolidated statements of income and of cash flows for the fiscal year then endedthree-month period ended on such date, and certified by a Responsible Officer (the notes thereto"FINANCIAL STATEMENTS"). The Financial Statements present fairly, in all of which have been delivered to material respects, the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at December 31, 2001 and March 31, 2002 and present fairly, in all material respects, the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the period referred toperiods then ended (subject to normal year-end audit adjustments and the absence of footnote disclosure). All such financial statements The Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved. Since September 30Except as set forth on SCHEDULE 4.1, 2007neither the Borrower nor any of its consolidated Subsidiaries had, no at December 31, 2001 or at the date hereof, any material adverse change Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual material forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial conditionforegoing statements or in the notes thereto. Except as set forth on SCHEDULE 4.1, during the business period from December 31, 2001 to and including the date hereof there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its SubsidiariesSubsidiaries as of December 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)2001.

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1996 and the related consolidated statements of income, shareholders’ equityof operations, comprehensive income of stockholders' equity and partners' capital and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by KPMG Peat Marwick LLP, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at March 31, 1997 and the related unaudited consolidated statements of income, of operations, of stockholders' equity and partners' capital and of cash flows for the three-month period referred toended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change 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 Agreement or foreign currency swap or exchange transaction, which is not reflected in the financial conditionforegoing statements or in the notes thereto. Except as disclosed in the Schedules to this Agreement, during the business period from December 31, 1996 to and including the date hereof there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at December 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1996.

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 2002 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by PricewaterhouseCoopers LLP, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are correct and complete and correct in all material respects and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date 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 referred toended 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). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007, no material adverse change in at the financial condition, the business or operations date 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 shown in the most recent balance sheets or notes thereto sheet referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilitiesabove, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in any material Guarantee outside the ordinary course of business since the dates of such financial statementsbusiness, having contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment which in the aggregate may reasonably be expected to have a Material Adverse Effect, including, without limitation, any interest rate or foreign currency swap or exchange transaction (except as listed on Schedule 3.1 attached hereto), which is not reflected in the foregoing statements or in the notes thereto. Except as heretofore disclosed to the Lenders, during the period from December 31, 2002 to and including the date hereof there has been no materially adverse effect on the financial condition of sale, transfer or other disposition by the Borrower and or any of its Subsidiaries, taken as a whole. The Borrower and its consolidated Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at December 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)2002.

Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2007 and related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended March 31, 2017 and the notes theretorelated audited consolidated statements of operations, all stockholders’ equity and cash flows for the fiscal year ended on such date, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by BDO USA LLP, copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this AgreementAgent, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the period referred to. fiscal year then ended. (b) [Reserved] (c) All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such Responsible Officer, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change guarantee obligation, contingent liability or liability for taxes, or any long term lease or unusual forward or long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the financial conditionforegoing statements or in the notes thereto. During the period from March 31, 2017 to and including the business date hereof there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any Capital Stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at March 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)2017.

Financial Condition. (a) The consolidated balance sheet sheets of the Borrower Parent Corporation and its consolidated Subsidiaries as of September December 31, 1994, December 30, 2007 1995 and related consolidated December 28, 1996 and the statements of income, shareholders’ equity, comprehensive income earnings and cash flows of the Borrower and its Subsidiaries changes in shareholders' equity for the fiscal year then endedyears ended on said dates, each accompanied by a report thereon containing an opinion unqualified as to scope limitations imposed by the Parent Corporation or Middleby and the notes theretootherwise without qualification except as therein noted, all of which by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., have been delivered to the Lenders prior to the execution of this Agreementprepared in accordance with GAAP consistently applied except as therein noted, are correct and complete and present fairly present the financial condition position of the Borrower Parent Corporation and its consolidated Subsidiaries as of such dates and the results of their operations and changes in their retained earnings cash flows for such periods. The unaudited consolidated balance sheets of the Parent Corporation and its consolidated Subsidiaries as of September 27, 1997, and the date unaudited statements of earnings and cash flows for the nine month period referred to. All such financial statements ended on said date prepared by the Parent Corporation have been prepared in accordance with GAAP throughout consistently applied, are correct and complete and present fairly the period involved. financial position of the Parent Corporation and its consolidated Subsidiaries as of said date and the results of their operations and changes in their financial position or cash flows for such period. (b) Since September 30December 28, 20071996, subject to SCHEDULE 5.11, there has been no material adverse change in the financial condition, the business financial or operations otherwise, of the Borrower Parent Corporation and its Subsidiaries, taken as a whole, has occurred. All written financial projections concerning the Borrower and its consolidated 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 shown in on the consolidated balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, sheet as of such date except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising changes in the ordinary course of business since the dates business, none of such financial statements, having which individually or in the aggregate no has been materially adverse effect on the financial condition of the Borrower and its Subsidiaries, taken as a whole. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)adverse.

Financial Condition. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of September at June 30, 2007 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, shareholders’ equity, comprehensive income retained earnings (deficit) and cash flows of the Borrower Company and its Subsidiaries for the fiscal year period then ended, and the notes thereto, all a copy of which have has been delivered to the Lenders prior Agent, were prepared in accordance with GAAP consistently applied (except to the execution extent noted therein), have been prepared from, and are consistent with, the books and records of this Agreement, are correct and complete the Company and fairly present the consolidated financial position of the Company and the Subsidiaries of the Company as of such date and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the period covered thereby, in each case subject to normal year-end audit adjustments (including footnotes), consistent with past practices. Neither the Company nor any of its Subsidiaries had at June 30, 1996 any material contingent liabilities, liabilities for Taxes or long-term leases, unusual forward or long-term commitment 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, 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 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 Borrower Company on the Closing Date and its Subsidiaries and on each Additional Closing Date, as the results of their operations and their retained earnings as 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, no material adverse change in the financial condition, the business or operations assets of each of the Borrower and its Subsidiariesthe Guarantor, taken on a stand-alone basis, exceeds the amount that will be required to be paid on or in respect of the existing debts and other liabilities (including contingent liabilities) of such Person as a whole, has occurred. All written financial projections concerning 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 Subsidiaries that have been made available business as now conducted and as proposed to be conducted 54 -48- including the Administrative Agent 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 Lenders by the Borrower timing and amounts of cash to be payable on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion respect of the Borrower’s management at the time debt of the preparation thereofeach of such Person). The real estate and other fixed cash flow together with the proceeds received from the liquidation of assets of the Borrower and its Subsidiaries 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 subject required to no mortgage be paid. (iv) The Borrower does not intend, and does not believe, that final judgments against the Borrower or lien securing the Guarantor in actions for money damages will be rendered at a time when, or in an indebtedness amount such that, any such Person will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum reasonable amount of a material principal amount except as shown such judgments in any such actions and the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(aearliest reasonable time at which such judgments might be rendered). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the financial condition cash flow of the Borrower and its Subsidiariesthe Guarantor, taken as on a whole. The Borrower and its Subsidiaries have made no investments instand-alone basis, advances to or guaranties after taking into account all other anticipated uses of the obligations cash of any corporation, individual each such Person (including the payments on or other entity other than Borrower in an aggregate amount material to the consolidated financial condition respect of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto debt referred to above or most recently delivered in paragraph (iii) of this Section 4.6(d)), will at all times be sufficient to the Administrative Agent pursuant to Section 5.1(a)pay all such judgments promptly in accordance with their terms.

Financial Condition. The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 2011, and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedyears ended on such dates, reported on by and the notes theretoaccompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all of which have been delivered to the Lenders prior to the execution of this Agreement, are correct and complete and fairly present material respects the financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the results of their its operations and their retained earnings as of the date and its cash flows for the period referred torespective fiscal years then ended. All such financial statements statements, including the related schedules and notes thereto and normal year-end adjustments, have been prepared in accordance with GAAP applied consistently throughout the period involved. Since September 30periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and, 2007, no material adverse change in the case of such unaudited financial conditionstatements, subject to the business or operations absence of footnotes). Except as set forth on Schedule 4.1, as of the Borrower and its SubsidiariesClosing Date, taken as a whole, has occurred. All written financial projections concerning the Borrower and its Subsidiaries that (i) do not have been made available any material Guarantee Obligations, contingent liabilities or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Administrative Agent and Borrower as of the Lenders Closing Date or (ii) are not party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the most recent financial statements referred to in this paragraph, (x) which was incurred by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of its Subsidiaries or guaranteed by the Borrower and or any of its Subsidiaries at any time or the proceeds of which are subject or were transferred to no mortgage or lien securing an indebtedness used by the Borrower or any of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed and (y) the payments in respect of which are intended to be made with the financial statements or notes thereto referred proceeds of payments to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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 Person by the Borrower and or any of its Subsidiaries, taken as a whole. The Borrower and its consolidated Subsidiaries have made no investments in, advances to or guaranties of the obligations of with any corporation, individual Indebtedness or other entity other than Borrower in an aggregate amount material to the consolidated financial condition of Capital Stock issued by the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)any such Subsidiary.

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September at June 30, 2007 1996 and the related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by Ernst & Young, all LLP, copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this AgreementAdministrative Agent, are complete and correct and complete and present fairly present in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at March 31, 1997 and the related unaudited consolidated statements of income and of cash flows for the nine- month period referred toended 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 in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (subject to normal year-end audit adjustments and the absence of footnotes and except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30, 2007, no material adverse change in Except to the financial condition, the business or operations of the Borrower and its Subsidiaries, taken extent as a whole, has occurred. All written financial projections concerning the Borrower and its Subsidiaries that have been made available disclosed to the Administrative Agent and prior to the Lenders by the Borrower on date hereof, 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 shown in the balance sheets or notes thereto referred to above or most recently delivered otherwise separately disclosed to the Administrative Agent pursuant in writing prior to Section 5.1(a). The the date hereof, neither the Borrower and nor any of its consolidated Subsidiaries have no liabilitieshad, direct at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or contingentliability for taxes, except those disclosed 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 financial foregoing statements or in the notes thereto referred thereto. Except to above the extent permitted under this Agreement or most recently delivered as disclosed to the Administrative Agent pursuant prior to Section 5.1(a)the date hereof, and except those arising or as otherwise separately disclosed to the Administrative Agent in writing prior to the ordinary course of business since the dates of such financial statementsdate hereof, having in the aggregate there has been no materially adverse effect on the financial condition of sale, transfer or other disposition by the Borrower and or any of its Subsidiaries, taken as a whole. The Borrower and its consolidated Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property (including any capital stock of any other entity other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at June 30, taken as a whole1996 during the period from June 30, except those disclosed in 1996 and including the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)date hereof.

Financial Condition. The audited consolidated financial statements of MMR and its Consolidated Subsidiaries as at December 31, 1999, and the balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1999 and the related statement of income, member's capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, in each case as included in the consolidating statements of MMR and its Consolidated Subsidiaries as of said date with the opinion thereon of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30at March 31, 2007 2000 and the related consolidated statements of income, shareholders’ equity, comprehensive income members capital and cash flows flow of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, and the notes thereto, all of which have been delivered three-month period ended on such date heretofore furnished to the Lenders prior to the execution of this AgreementAgent, are complete and 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its SubsidiariesConsolidated Subsidiaries as at said date and the results of its operations for the fiscal year and the three- month period ended on said date, taken all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, that would be required to be reserved for in the Financial Statements in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Except as set forth on Schedule 7.10, since March 31, 2000, there has been no change or event having a Material Adverse Effect. Except as set forth on Schedule 7.10, since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any Subsidiary have been materially and adversely affected as a wholeresult of any fire, except those disclosed in the financial statements explosion, earthquake, flood, drought, windstorm, accident, strike or notes thereto referred to above other labor disturbance, embargo, requisition or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The Seller has heretofore furnished to Buyer a copy of (a) the quarterly management financial statement (10Q) of Hanover Holdings and its consolidated Subsidiaries for the most recent period, accompanied by a certificate of a Responsible Officer of Seller, which certificate states that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Hanover Holdings and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end adjustments); and (b) the consolidated balance sheet sheets of the Borrower Hanover Holdings and its consolidated Subsidiaries as of September 30, 2007 and the related consolidated statements of income, shareholders’ equity, comprehensive income and retained earnings and of cash flows of the Borrower for Hanover Holdings and its Hanover Holdings' consolidated Subsidiaries for the last fiscal year then ended(Form 10K), setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion is not be qualified as to scope of audit or going concern 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 states that said consolidated financial statements fairly present the consolidated financial condition and results of the Borrower operations of Hanover Holdings and its consolidated Subsidiaries as at the end of, and the results of their operations and their retained earnings as of the date and for the period referred to. All for, such financial statements have been prepared fiscal year in accordance with GAAP throughout GAAP, and a certificate of such accountants stating that, in making the period involvedexamination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default. Since September 30December 31, 20072004, there has been no material adverse change in the consolidated business, operations or financial condition, the business or operations condition of the Borrower Hanover Holdings and its Subsidiaries, Hanover Holdings' consolidated Subsidiaries taken as a whole, has occurred. All written financial projections concerning the Borrower and its Subsidiaries whole from that have been made available to the Administrative Agent and the Lenders by the Borrower on or before the Closing Date have been prepared set forth 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since the dates of such said financial statements, having in the aggregate no materially adverse effect on the financial condition of the Borrower and its Subsidiaries, taken as a whole. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a).

Financial Condition. (a) The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of September 30at January 28, 2007 1996 and the related consolidated statements statement of incomeoperations for the fiscal year ended on such date, shareholders’ equityaudited by Price Waterhouse LLP, comprehensive income a copy of which has heretofore been furnished to each Lender, present fairly in accordance with GAAP the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants and as disclosed therein). Since September 30Neither the Company nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial condition, foregoing statements or in the business notes thereto or operations expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheets of the Borrower Company as at July 28, 1996, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the financial position of the Company and its Subsidiariesconsolidated Subsidiaries as at such dates. Such balance sheets, taken as a wholeincluding the related schedules and notes thereto, 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 accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the time date of the preparation thereof. The real estate and other fixed assets of the Borrower and its Subsidiaries are subject to no mortgage such balance sheets, any material Contingent Obligation, contingent liability or lien securing an indebtedness of a material principal amount except as shown liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency exchange transaction, which is not reflected in the such balance sheets or in the notes thereto referred to above or most recently delivered thereto. During the period from July 28, 1996 to the Administrative Agent pursuant Closing Date, no dividends or other distributions have been 53 48 declared, paid or made upon the Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries, respectively except as described in the Stock Purchase Agreement. (c) The unaudited consolidated pro forma balance sheet of the Company and its consolidated Subsidiaries as at the Closing Date, certified by a Responsible Officer of the Company (the "Pro Forma Balance Sheet"), a copy of which has heretofore been furnished to Section 5.1(a)each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries, adjusted to give effect (as if such events had occurred on such date) to (i) the Closing Date Transactions, (ii) and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date; and (iii) the incurrence of the Subordinated Debt and all other Indebtedness that the Company and its consolidated Subsidiaries expects to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expects to pay, in connection with the Closing Date Transactions. The Borrower Pro Forma Balance Sheet, together with the notes thereto, was prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to the Company and its consolidated Subsidiaries have no liabilitiesas of the date of delivery thereof, direct or contingentand reflects on a pro forma basis the financial position of the Company and its consolidated Subsidiaries as of the Closing Date as adjusted, except those disclosed as described above, assuming that the events specified in the financial statements or notes thereto referred to above or most recently delivered to preceding sentence had actually occurred at the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)Closing Date.

Financial Condition. The audited consolidated balance sheet of the Borrower Company and its the consolidated Subsidiaries as of September 30at January 2, 2007 1995 and the related consolidated statements of incomeoperations, cash flows and changes in shareholders’ equity, comprehensive income and cash flows equity of the Borrower Company and its the consolidated Subsidiaries for the fiscal year then endedended on said date, with the opinion thereon of Price Waterhouse & Co., and the notes theretounaudited consolidated balance sheet of the Company and the consolidated Subsidiaries as at July 2, all 1995 and the related consolidated statements of which have been delivered operations, cash flows and changes in Shareholders’ equity of the Company and the consolidated Subsidiaries for the six-month period ended on such date, heretofore furnished to the Lenders prior to the execution of this AgreementAgent and each Bank, are complete and correct and complete and fairly present the consolidated financial condition of the Borrower and its Subsidiaries Company and the consolidated Subsidiaries as at said dates and the consolidated results of their operations and their retained earnings as of the date and for the fiscal year and six-month period referred to. All ended on said dates, subject, in the case of such financial statements have been prepared as at July 2, 1995, to normal year-end adjustments all in accordance conformity with GAAP throughout generally accepted accounting principles applied on a consistent basis. As at such dates, neither the period involvedCompany nor any of its Subsidiaries had any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates and except as are not required by generally accepted accounting principles and practices to be disclosed on the financial statements referred to herein. Since September 30January 2, 20071995, there has been no material adverse change in the consolidated financial conditioncondition or operations, or the prospects or business or operations of the Borrower and its Subsidiaries, taken as a whole, has occurred. All written financial projections concerning of the Borrower Company and its consolidated Subsidiaries from that have been made available to the Administrative Agent and the Lenders by the Borrower on or before the Closing Date have been prepared set forth 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the said financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)at said date.

Financial Condition. The consolidated and consolidating balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of September 30at August 31, 2007 1994 and the related consolidated and consolidating statements of income, shareholders’ equity, comprehensive income retained earnings and of cash flows flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal year then endedended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Arthur Andersen & Co., and the notes theretounaudited consolidated and consolidating balance sheets of the Company and its Consolidated Subsidi▇▇▇▇▇ a▇ ▇▇ ▇▇▇ 31, all 1995 and the related consolidated and consolidating statements of which have been delivered income, retained earnings and cash flow of the Company and its Consolidated Subsidiaries for the nine-month period ended on such date, heretofore furnished to Credit Agreement each of the Lenders prior to the execution of this AgreementBanks, are complete and correct and complete and fairly present the consolidated financial condition of the Borrower Company and its Subsidiaries Consolidated Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Company and of each of its Consolidated Subsidiaries, as at said dates and the consolidated and unconsolidated results of their operations and their retained earnings as of the date and for the fiscal year and nine-month period referred to. All ended on said dates (subject, in the case of such financial statements have been prepared as at May 31, 1995, to normal year-end audit adjustments), all in accordance with GAAP throughout generally accepted accounting principles and practices applied on a consistent basis. Neither the period involvedCompany nor any of its Subsidiaries has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. Since September 30August 31, 20071994, there has been no material adverse change in the consolidated financial condition, the operations, business or operations of the Borrower and its Subsidiaries, prospects taken as a whole, has occurred. All written financial projections concerning whole of the Borrower Company and its Consolidated Subsidiaries from that have been made available to the Administrative Agent and the Lenders by the Borrower on or before the Closing Date have been prepared set forth 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the said financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)at said date.

Financial Condition. (a) The consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at September 30, 2001, and September 30, 2002, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at March 31, 2007 2003 and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows for the six-month period ended on such date, certified to the best of their knowledge by a Responsible Officer of the Borrower and its Subsidiaries for the fiscal year then endedBorrower, and the notes thereto, all copies of which have heretofore been delivered furnished to each Bank, present fairly the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the six-month period referred tothen ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change 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 financial condition, the business foregoing statements 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed which is material in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at such date. During the period from March 31, taken as a whole2003 to and including the Closing Date there has been no sale, except those disclosed transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in the financial statements or notes thereto referred to above or most recently delivered relation to the Administrative Agent pursuant to Section 5.1(a)consolidated financial condition of the Borrower and its consolidated Subsidiaries at March 31, 2003.

Financial Condition. The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30at January 27, 2007 1999 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedFiscal Year ended on such date, and the notes theretoreported on by PriceWaterhouseCoopers LLP, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are correct and complete and correct in all material respects and present fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the period referred toFiscal Year then ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30, 2007, no material adverse change Except as set forth on Schedule 4.1 or as disclosed in the financial condition, the business most recent Form 10-K 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 subsequent Form 10-Q filed by the Borrower on with the SEC prior to the date hereof, neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or before the Closing Date have been prepared in good faith based upon reasonable assumptions liability for taxes, or any material 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 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 foregoing statements or lien securing an indebtedness of a material principal amount except as shown in the balance sheets notes thereto. Except as set forth on Schedule 4.1 or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those as disclosed in the financial statements most recent Form 10-K or notes thereto referred to above or most recently delivered subsequent Form 10-Q filed by the Borrower with the SEC prior to the Administrative Agent pursuant date hereof, during the period from January 27, 1999 to Section 5.1(a)and including the date hereof there has been no sale, and except those arising in 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 transfer or other disposition by the Borrower and or any of its Subsidiaries, taken as a whole. The Borrower and its Consolidated Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its SubsidiariesConsolidated Subsidiaries at January 27, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1999.

Financial Condition. (a) The consolidated balance sheet sheets of the Borrower HCC and its consolidated Subsidiaries as of September 30at December 31, 2007 1996 and December 31, 1995 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows for the fiscal year ended on such date, reported on by Price Waterhouse copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the Borrower consolidated financial condition of HCC and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheets of HCC and its consolidated Subsidiaries as at March 31, 1997 and June 30, 1997, the related unaudited consolidated statements of income and of cash flows for the three and six month periods ended on such dates, certified by a Responsible Officer of HCC, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the consolidated financial condition of HCC, and its consolidated Subsidiaries as at such dates, and 36 31 the consolidated results of its operations and consolidated cash flows for the three and six month periods then ended (subject to normal year-end audit adjustments). (a) All such financial statements, including the related schedules and 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Other than the Guarantee Obligations permitted under Section 8.4 below, neither HCC nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, reasonably foreseeable contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as disclosed on Schedule III to this Agreement, during the period involved. Since September from June 30, 20071997 to and including the date hereof there has been no sale, no transfer or other disposition by HCC or any of its consolidated Subsidiaries of any material adverse change in the financial condition, the part of its business or operations of the Borrower property 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 no purchase 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations acquisition of any corporation, individual business or property (including any capital stock of any other entity other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower HCC and its Subsidiariesconsolidated Subsidiaries at June 30, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1997.

Financial Condition. The consolidated balance sheet of the Borrower Kimco and its Subsidiaries subsidiaries as of September 30at December 31, 2007 2010 and December 31, 2009 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the respective fiscal year then endedyears ended on such dates, and the notes theretoreported on by PricewaterhouseCoopers, all LLP, copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this AgreementLenders, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower Kimco and its Subsidiaries subsidiaries as at such dates, as applicable and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the applicable fiscal year then ended. The unaudited consolidated balance sheet of Kimco and its subsidiaries as at June 30, 2011 and the related unaudited consolidated statements of income and of cash flows for the six-month period referred toended on such date, certified by a Responsible Officer of Kimco, copies of which have heretofore been furnished to the Lenders, 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 their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period periods involved. Since September 30Except as set forth on Schedule 4.1, 2007neither Kimco nor any of the Consolidated Entities has, no at the Effective Date, any material adverse change Indebtedness, Guarantee Obligation, contingent liability or liability for taxes, or any unusual forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial conditionforegoing statements or in the notes thereto. Except as set forth on Schedule 4.1, during the period from December 31, 2010 to and including the Effective Date there has been no sale, transfer or other disposition by Kimco or any of the Consolidated Entities of any material part of its business or operations of the Borrower property 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 no purchase 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations acquisition of any corporation, individual business or property (including any capital stock of any other entity other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of Kimco and the Borrower and its SubsidiariesConsolidated Entities at December 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)2010.

Financial Condition. The consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at September 30, 2000, and September 30, 2001, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at March 31, 2007 2002 and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows for the six-month period ended on such date, certified to the best of their knowledge by a Responsible Officer of the Borrower and its Subsidiaries for the fiscal year then endedBorrower, and the notes thereto, all copies of which have heretofore been delivered furnished to each Bank, present fairly the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the six-month period referred tothen ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change 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 financial condition, the business foregoing statements 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed which is material in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at such date. During the period from March 31, taken as a whole2002 to and including the Closing Date there has been no sale, except those disclosed transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in the financial statements or notes thereto referred to above or most recently delivered relation to the Administrative Agent pursuant to Section 5.1(a)consolidated financial condition of the Borrower and its consolidated Subsidiaries at March 31, 2002.

Financial Condition. (a) The audited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of September 30December 31, 2007 and related 1995, reported on by Coopers & Lybr▇▇▇, ▇▇pies of which have heretofore been furnished to each Lender, to the best knowledge of the Borrower, present fairly in all material respects the consolidated statements of income, shareholders’ equity, comprehensive income and cash flows financial position of the Borrower and its Subsidiaries for the fiscal year then endedas at such dates, and the consolidated results of the Borrower's operations and the Borrower's cash flows for the seven months then ended. Such financial statements and the related schedules and notes thereto, all of which thereto have been delivered prepared, to the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the financial condition best knowledge of the Borrower and its Subsidiaries and the results of their operations and their retained earnings as of the date and for the period referred to. All such financial statements have been prepared Borrower, in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Subsidiaries had, to the best knowledge of the Borrower, as at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-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 best knowledge of the Borrower, has any reasonable likelihood of resulting in a material cost or loss. During the period involved. Since September 30from December 31, 20071995 to and including the date hereof there has been, to the best knowledge of the Borrower, no material adverse change in the financial conditionsale, the business transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporationmaterial part of its business, individual or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its SubsidiariesSubsidiaries at December 31, taken 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 any commodity hedge, 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 wholematerial cost or loss. During the period from November 23, 1996 to and including the Second Amendment Closing Date there has been, to the best knowledge of the Borrower, no sale, transfer or other disposition by Camden (other than the Camden Acquisition) of any material part of its business, except those as disclosed in or contemplated by the Camden Acquisition Documents, 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 financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)condition of Camden at November 23, 1996.

Financial Condition. (a) The consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1996 and December 31, 1995 and the related consolidated statements earnings statement and statement of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedyears ended on such dates, and the notes theretoreported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are correct and complete and correct in all material respects and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 1997 and the results related unaudited consolidated earnings statement and statement of their operations and their retained earnings as cash flows for the three-month period ended on such date, certified by the chief financial officer of the General Partner, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date and for the period referred to(subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or such chief financial officer of the General Partner, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change Contingent Obligations, or liability for taxes, or any material long-term lease or unusual forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial conditionforegoing statements or in the notes thereto. Except in connection with the Partnership Transaction, during the business period from March 31, 1997 to and including the date hereof there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at March 31, taken 1997. (b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as a wholeat March 31, except those disclosed in 1997, certified by the chief financial statements or notes thereto referred officer of the General Partner, copies of which have been heretofore furnished to above or most recently delivered each Lender, adjusted to give effect to the Administrative Agent pursuant Transaction and the financings contemplated by this Agreement and the other Credit Documents as if such events had occurred on such date, were prepared based on good faith assumptions and on the best information reasonably available to Section 5.1(a)the Borrower as of the date of delivery thereof and fairly presents in all material respects on a pro forma basis the consolidated financial position of the Borrower and its consolidated Subsidiaries as at March 31, 1997, as adjusted, as described above, assuming such events had occurred at such date.

Financial Condition. The audited consolidated balance sheets of the Parent as at December 31, 2013 and December 31, 2014, and the related consolidated statements of operations and of cash flows for each of the fiscal years in the two-year period ended December 31, 2014, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, independent public accountants, present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent as of such dates and for such periods. The unaudited consolidated balance sheet of the Borrower Parent as at March 31, 2015, and its Subsidiaries as of September 30, 2007 and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income operations and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedquarter ended on such date, and the notes theretopresent fairly, in all of which have been delivered to the Lenders prior to the execution of this Agreementmaterial respects, are correct and complete and fairly present the financial condition of the Borrower and its Subsidiaries Parent as at such date, and the results of their its operations and their retained earnings as of the date and its cash flows for the period referred tofiscal quarter then ended (subject to normal year-end audit adjustments). All such financial statements statements, including the notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period periods involved. Since September 30As of the Closing Date, 2007neither the Parent nor any of its Subsidiaries has any material Guarantee Obligations, no contingent liabilities and liabilities for Taxes, or any material adverse change long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required under GAAP to be reflected and are not so reflected in the most recent (as of the date hereof) financial conditionstatements (including the notes thereto) referred to in this paragraph. Except as disclosed prior to the date hereof in any filing on the Securities and Exchange Commission’s E▇▇▇▇ system (or any successor thereto) or any other publicly available database maintained by the Securities and Exchange Commission, during the period from December 31, 2014 to and including the date hereof there has been no Disposition by the Parent or any of its Subsidiaries of any material part of the business or operations property of the Borrower and its SubsidiariesParent, 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a).

Financial Condition. The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2019, 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 September March 31, 2020 CHAR1\1740645v10 and June 30, 2007 2020 and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedthree-month periods ended on such dates, and the notes thereto, all copies of which have heretofore 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, 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 furnished 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilitiesAgent, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to present fairly the consolidated financial condition of the Borrower and its SubsidiariesSubsidiaries as at such dates, taken and the results of their operations and cash flows for the three-month periods 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 a wholeapproved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantee Obligations, except those disclosed 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 financial statements or notes thereto referred to above in this paragraph or most recently delivered disclosed in SEC Reports filed prior to the Administrative Agent pursuant date hereof. During the period from June 30, 2020 to Section 5.1(a)and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property except as has been expressly disclosed in SEC Reports filed prior to the date hereof.

Financial Condition. (a) The consolidated audited balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as of September 30at December 31, 2007 1995 and December 31, 1996 and the related consolidated statements of income, shareholders’ equity, comprehensive income operations and of cash flows for the fiscal years ended on each such dates, audited by Arthur Andersen LLP, copies of which have heretof▇▇▇ ▇▇e▇ ▇▇▇▇▇▇hed to each Lender, present fairly in accordance with GAAP the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended, 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants and as disclosed therein). Since September Neither the Company nor any of its consolidated Subsidiaries had, at the date of each balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at April 30, 20071997 and the related consolidated statements of operations and of cash flows for the four-month period then ended, no material adverse change certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the financial condition, the business or operations position of the Borrower Company and its Subsidiaries, taken consolidated Subsidiaries as a whole, has occurred. All written financial projections concerning the Borrower and its Subsidiaries that have been made available to the Administrative Agent at such date and the Lenders by consolidated results of their operations and their consolidated cash flows for the Borrower on or before four- month period then ended (subject to normal year-end adjustments). Such financial statements, including the Closing Date related schedules and notes thereto, 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 accordance with GAAP (except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(aapproved by such Responsible Officer and disclosed therein). The Borrower Company and its consolidated Subsidiaries did not have at the date of such balance sheet, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency exchange transaction, which is not reflected in such balance sheet or in the notes thereto or in the notes to the Company's audited financial statements. During the period from December 31, 1996 to the Closing Date, no liabilitiesdividends or other distributions have been declared, direct paid or contingentmade upon the Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries, respectively, except those as disclosed in the financial statements Form S-4. (c) The unaudited consolidated pro forma balance sheet of the Company and its consolidated Subsidiaries, as of April 30, 1997, certified by a Responsible Officer of the Company (the "Pro Forma Balance Sheet"), copies of which have been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the Merger and each of the transactions contemplated by the Merger Agreement, (ii) the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and (iii) the incurrence of the Bridge Subordinated Debt or the Permanent Subordinated Debt and all other Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Merger. The Pro Forma Balance Sheet, together with the notes thereto referred to above or most recently delivered thereto, were prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to the Administrative Agent pursuant to Section 5.1(a)Company as of the date of delivery thereof and reflects on a pro forma basis the financial position of the Company and its consolidated Subsidiaries as of April 30, and except those arising 1997, as adjusted, as described above, assuming that the events specified in the ordinary course preceding sentence had actually occurred as of business since the dates of such financial statementsApril 30, having in the aggregate no materially adverse effect on the financial condition of the Borrower and its Subsidiaries, taken as a whole. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1997.

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1994 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at June 30, 1995 and the related unaudited consolidated statements of income and of cash flows for the six-month period referred toended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). All such financial statements 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 case may be, and as disclosed therein). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, 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. During the period involved. Since September from June 30, 20071995 to and including the date hereof there has been no sale, no material adverse change in the financial condition, the business transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at June 30, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1995.

Financial Condition. The unaudited financial statements of Guarantor and its Consolidated Subsidiaries of the fiscal quarter most recently ended, copies of which have been delivered to Buyer (or appropriately filed with the United States Securities and Exchange Commission, so long as such financial statements are accessible by Buyer) and certified by a Responsible Officer of Guarantor by delivery of a Compliance Certificate, are complete and correct and present fairly in all material respects the consolidated financial condition of Guarantor and its Consolidated Subsidiaries as of such date. Commencing with the fiscal year ending December 31, 2017, the audited consolidated balance sheet of the Borrower Guarantor and its Consolidated Subsidiaries as of September 30at the fiscal year most recently ended for which such audited balance sheet is available, 2007 and the related audited consolidated statements of income, shareholders’ equity, comprehensive income and retained earnings and of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, and setting forth in each case in comparative form the notes theretofigures for the previous year, all reported on without a "going concern" or like qualification arising out of the audit conducted by Guarantor's independent certified public accountants, copies of which have been delivered to the Lenders prior to the execution of this AgreementBuyer, are complete and correct and complete and present fairly present in all material respects the consolidated financial condition of the Borrower Guarantor and its Consolidated Subsidiaries as of such date and the consolidated results of their its operations and their retained earnings as of the date and consolidated cash flows for the period referred tofiscal year then ended. All such financial statements have been statements, including related schedules and notes, were prepared in accordance with GAAP throughout except as disclosed therein. Except for Interest Rate Protection Agreements entered into in connection with Section 8.09 of the period involvedRepurchase Agreement, Guarantor does not have any material contingent liability or liability for taxes or any long term lease or unusual forward or long term commitment, including any Derivatives Contract, which is not reflected in the foregoing statements or notes. Since September 30, 2007, no material adverse change in the date of 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 statements 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 shown in the balance sheets or notes thereto referred to above or information most recently delivered to Buyer (or appropriately filed with the Administrative Agent United States Securities and Exchange Commission, so long as such financial statements are accessible by Buyer), Guarantor has not sold, transferred or otherwise disposed of any material part of its property or assets (except pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct the Repurchase Documents) or contingent, except those disclosed in the financial statements acquired any property or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations assets (including Equity Interests of any corporation, individual or other entity other than Borrower Person) that are material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)Guarantor.

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September at June 30, 2007 1994 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by Deloitte & Touche, all LLP, copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the period referred tofiscal year then ended. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, no material adverse change in the financial condition, the business or operations The unaudited consolidated balance sheet of the Borrower and its Subsidiariesconsolidated Subsidiaries as at May 31, 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 1995 and the Lenders related unaudited consolidated statements of income and of cash flows for the eleven-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries as at such date, taken as a wholeand the consolidated results of their operations and their consolidated cash flows for the eleven-month period then ended (subject to normal year-end audit adjustments). The All quarterly and annual financial statements of the Borrower and its Subsidiaries have delivered to the Lenders that are filed with the Securities and Exchange Commission or otherwise generally made no investments inavailable to the public shall be prepared in accordance with GAAP and all other financial statements (including interim financial statements and projections) delivered to the Lenders will be prepared on a basis consistent with the basis on which the financial statements delivered pursuant to the Prior Agreement were prepared. Neither the Borrower nor any of its consolidated Subsidiaries had, advances to or guaranties at the date of the obligations most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from May 31, 1995 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 corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at May 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1995.

Financial Condition. (a) The consolidated balance sheet of the ------------------- Borrower and its consolidated Subsidiaries as at December 31, 1997 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. Except as set forth on Schedule 3.1(a), the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of at September 30, 2007 1998 and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endednine-month period ended on such date, and the notes theretocertified by a Responsible Officer, all copies of which have heretofore been delivered furnished to each Lender, present fairly the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the nine-month period referred tothen ended (subject to normal year-end audit adjustments and absence of footnotes). All such financial statements 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 case may be, and as disclosed therein). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto and is required to be disclosed pursuant to GAAP. Except as set forth on Schedule 3.1(b), during the period involved. Since from September 30, 20071998 to and including the date hereof there has been no sale, no material adverse change in the financial condition, the business transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any Capital Stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at September 30, 1998. (b) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered copies of which have heretofore been furnished to the Administrative Agent 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 Section 5.1(a)GAAP. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1999 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by PricewaterhouseCoopers LLP, all copies of which have heretofore been delivered furnished to each Lender, present fairly in all material respects the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at June 30, 2000 and the related unaudited consolidated statements of income and of cash flows for the six-month period referred toended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and footnote disclosure). All such financial statements 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 case may be, and as disclosed therein). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth on Schedule 3.1, during the period involved. Since September from June 30, 20072000 to and including the date hereof there has been no sale, no material adverse change in the financial condition, the business transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at June 30, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)2000.

Financial Condition. (a) The consolidated balance sheet of the Borrower HomeSide and its consolidated Subsidiaries as of September 30at December 31, 2007 1995, and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows for the fiscal year ended on such date, reported on by Coopers & Lybr▇▇▇, ▇▇P, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Borrower consolidated financial condition of HomeSide and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The consolidated balance sheet of HomeSide and its consolidated Subsidiaries as at March 15, 1996 and November 30, 1996, and the notes theretorelated consolidated statements of income and of cash flows for the periods ended on such dates, all certified by Responsible Officer, copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower HomeSide and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the period referred toperiods then ended (subject to normal year-end adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Except for those items set forth on Schedule 5.1, 2007neither HomeSide nor any of its consolidated Subsidiaries had, no at the date of the most recent balance sheet referred to above, any material adverse change Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial conditionforegoing statements or in the notes thereto. During the period from December 31, 1995 to and including the date hereof there has been no sale, transfer or other disposition by HomeSide or any of its consolidated Subsidiaries of any material part of its business or operations of the Borrower property 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 no purchase 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations acquisition of any corporation, individual business or property (including any capital stock of any other entity other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower HomeSide and its Subsidiariesconsolidated Subsidiaries at December 31, taken 1995, other than pursuant to and in accordance with the BBMC Stock Purchase Agreement as in effect on the BBMC Closing Date and the BMC Stock Purchase Agreement as in effect on the BMC Closing Date. (b) The consolidated balance sheet of BMC and its consolidated Subsidiaries as at December 31, 1995, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of BMC and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The consolidated balance sheets of BMC and its consolidated Subsidiaries as at March 31, 1996 and November 30, 1996, and the related consolidated statements of income and of cash flows for the periods ended, certified by a wholeResponsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of BMC and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the periods 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 such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except for those disclosed items set forth on Schedule 5.1, neither BMC nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or material long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial foregoing statements or in the notes thereto thereto. During the period from December 31, 1995 to and including the date hereof there has been no sale, transfer or other disposition by BMC or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of BMC and its consolidated Subsidiaries at December 31, 1995, other than pursuant to and in accordance with the BBMC Stock Purchase Agreement as in effect on the BBMC Closing Date and the BMC Stock Purchase Agreement as in effect on the BMC Closing Date. (c) The consolidated balance sheet of Holdings and its Subsidiaries as at March 14, 1996, reported on by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, a copy of which has heretofore been furnished to each Lender, is complete and correct and presents fairly the consolidated financial condition of Holdings as at such date. The consolidated balance sheet of Holdings and its consolidated Subsidiaries as at November 30, 1996, and the related consolidated statements of income and of cash flows for the period then ended, certified by Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the period then ended (subject to normal year-end adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Except for those items set forth on Schedule 5.1, neither Holdings nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above above, any material Guarantee Obligation, material 81 75 contingent liability or most recently delivered material liability for taxes, or any material long-term lease or material unusual forward or material long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from March 14, 1996 to and including the date hereof there has been no sale, transfer or other disposition by Holdings or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the Administrative Agent consolidated financial condition of Holdings and its consolidated Subsidiaries at March 14, 1996, other than pursuant to Section 5.1(a)and in accordance with the BBMC Stock Purchase Agreement as in effect on the BBMC Closing Date and the BMC Stock Purchase Agreement as in effect on the BMC Closing Date and other than the agreement entered into prior to the date hereof by HonoMo to dispose of all of the assets of HonoMo.

Financial Condition. (a) The Audited Financial Statements, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of the date referenced therein, and the consolidated results of its operations and its consolidated cash flows for the fiscal year referenced 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 the aforementioned firm of accountants and disclosed therein). Neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material Guarantees, contingent liabilities, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2022 to and including the date hereof, there has been no Disposition by Borrower or any of its Subsidiaries of any material part of its business or property. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of September 30dated March 31, 2007 2023, and the related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedquarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, 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 (ii) fairly present the financial condition of the Borrower and its Subsidiaries and the results of their operations and their retained earnings as of the date thereof and their results of operations and cash flows for the period referred to. All such covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The financial statements have been most recently delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period involved. Since September 30covered thereby, 2007, 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries, taken Subsidiaries as a whole. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations date thereof and their results of any corporationoperations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, individual or other entity other than Borrower except as otherwise expressly noted therein (subject, in an aggregate amount material the case of unaudited financial statements, to the consolidated financial condition absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its SubsidiariesSubsidiaries as of the date thereof, taken as a wholeincluding liabilities for taxes, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)material commitments and Indebtedness.

Financial Condition. The unaudited financial statements of Guarantor and its Consolidated Subsidiaries of the fiscal quarter most recently ended, copies of which have been delivered to Buyer and certified by a Responsible Officer of Guarantor by delivery of a Compliance Certificate, are complete and correct in all material respects and present fairly the consolidated financial condition of Guarantor and its Consolidated Subsidiaries as of such date. The audited consolidated balance sheet of the Borrower Guarantor and its Consolidated Subsidiaries as of September 30at the fiscal year most recently ended for which such audited balance sheet is available, 2007 and the related audited consolidated statements of income, shareholders’ equity, comprehensive income and retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, and setting forth in each case in comparative form the notes theretofigures for the previous year, all reported on without a “going concern” or like qualification arising out of the audit conducted by Guarantor’s independent certified public accountants, copies of which have been delivered to the Lenders prior to the execution of this AgreementBuyer, are correct and complete and correct in all material respects and present fairly present the consolidated financial condition of the Borrower Guarantor and its Consolidated Subsidiaries as of such date and the consolidated results of their its operations and their retained earnings as of the date and consolidated cash flows for the period referred tofiscal year then ended. All such financial statements have been statements, including related schedules and notes, were prepared in accordance with GAAP throughout except as disclosed therein. Except for Interest Rate Protection Agreements entered into in connection with Section 8.09 of the period involvedRepurchase Agreement, none of Guarantor, Pledgor or Seller has any material contingent liability or liability for taxes or any long term lease or unusual forward or long term commitment, including any Derivatives Contract, which is not reflected in the foregoing statements or notes. Since September 30, 2007, no material adverse change in the date of 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 statements 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 shown in the balance sheets or notes thereto referred to above or information most recently delivered to the Administrative Agent Buyer, neither Seller, Pledgor nor Guarantor has sold, transferred or otherwise disposed of any material part of its property or assets (except pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct the Repurchase Documents) or contingent, except those disclosed in the financial statements acquired any property or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations assets (including Equity Interests of any corporation, individual or other entity other than Borrower Person) that are material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements Guarantor or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)Seller.

Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1998 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by PricewaterhouseCoopers LLP, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present in accordance with GAAP the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at March 31, 1999 and the related unaudited consolidated statements of income and of cash flows for the 3-month period referred toended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the 3-month period then ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the financial conditionforegoing statements or in the notes thereto. During the period from December 31, 1998 to and including the business date hereof there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any Capital Stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at December 31, taken 1998. (b) The consolidated balance sheet of Precision and its consolidated Subsidiaries as a wholeat March 31, 1999 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated financial condition of Precision and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except those as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Precision nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the financial foregoing statements or in the notes thereto referred thereto. During the period from March 31, 1999 to above and including the date hereof there has been no sale, transfer or most recently delivered other disposition by Precision or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of Precision and its consolidated Subsidiaries at March 31, 1999. (c) The PRO FORMA consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 1999 certified by a Responsible Officer of the Borrower (the "PRO FORMA BALANCE SHEET"), a copy of which has been provided to the Administrative Agent pursuant and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to Section 5.1(a)give effect (as if such events had occurred on such date) to (i) the refinancing of any Indebtedness to be made with the proceeds of Loans hereunder, (ii) the making of the Term Loans, (iii) the making of the Revolving Credit Loans to be made on the Closing Date, (iv) the Precision Acquisition, (v) the issuance of all Subordinated Debt to be made on the Closing Date, (vi) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and (vii) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at March 31, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date. (d) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.

Financial Condition. The consolidated balance sheet of the ------------------- Borrower and its consolidated Restricted Subsidiaries as at December 31, 1995 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as of at September 30, 2007 1996 and the related unaudited consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endednine-month period ended on such date, and the notes theretocertified by a Responsible Officer, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the nine-month period referred tothen ended (subject to normal year-end audit adjustments). All such financial statements 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 case may be, and as disclosed therein). Neither the Borrower nor any of its consolidated Restricted Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period involved. Since from September 30, 20071996 to and including the date hereof there has been no sale, no material adverse change in the financial condition, the business transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Restricted Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Restricted Subsidiaries at September 30, taken as a whole1996, except those disclosed in other than the financial statements or notes thereto referred to above or most recently delivered to acquisition of substantially all the Administrative Agent pursuant to Section 5.1(a).assets of the Pocono region operations of ▇▇▇▇▇▇▇ Outdoor Advertising Co., L.P.

Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1997 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by KPMG Peat Marwick, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are complete and correct and complete and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at March 31, 1998 and the related unaudited consolidated statements of income and of cash flows for the three-month period referred toended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved. Since September 30periods involved (except as approved by such accountants or Responsible Officer, 2007as the case may be, no and as disclosed therein). (b) Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material adverse change Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term hedging commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial conditionforegoing statements or in the notes thereto. (c) During the period from December 31, 1997 to and including the business date hereof, there has been no sale, transfer 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 other disposition by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its consolidated Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at December 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1997.

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1998 and the related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Borrower retained earnings and its Subsidiaries changes in financial position for the fiscal year then endedended on such date, and the notes theretoreported on by Arthur Andersen, all LLP, copies of which have ▇▇▇▇▇ ▇▇▇▇ ▇▇▇etofore been delivered furnished to the Lenders prior to the execution of this AgreementLender, are complete and correct and complete and present fairly present the financial condition of the Borrower and its Subsidiaries and the results of their operations and their retained earnings as of the date and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at such date, taken and the consolidated results of their operations and changes in financial position for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries at March 31, 1999, and the related unaudited consolidated statements of income and cash flows for the three month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as a wholeat such date, and the consolidated results of their operations and changes in financial position 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 those as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Contingent Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in the financial statements foregoing statements, in the notes thereto, in filings made with the Securities and Exchange Commission (including the exhibits thereto), or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)in Schedule 3.1.

Financial Condition. The consolidated balance sheet sheets of the ------------------- Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1997 and the related consolidated statements of incomeincome and of cash flows for the fiscal year ended on such date, shareholders’ equityreported on by ▇▇▇▇▇▇▇▇, comprehensive income ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P., copies of which have heretofore been furnished to Bank, present fairly the consolidated financial condition of Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended. The unaudited consolidated balance sheet of Borrower and its consolidated Subsidiaries as at September 30, 1998, and the notes theretorelated unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, all copies of which have heretofore been delivered filed with the Securities and Exchange Commission and furnished to Bank (in the Lenders prior to case of all such statements), present fairly the execution of this Agreement, are correct and complete and fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such respective dates, and the consolidated results of their operations and their retained earnings as of the date and changes in cash flows for the nine-month period referred tothen ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved. Since periods involved (except as approved by such accountants, and as disclosed therein and except that the quarterly statements and the statements as at September 30, 20071998 and for the nine-month period then ended are unaudited and do not include footnotes as would be required for audited financial statements). Neither Borrower nor any of its Subsidiaries had, no material adverse change at the date of the most recent balance sheet referred to above, any guarantee obligation, contingent liability or liability for taxes, or any long-term lease or any interest rate or foreign currency swap of exchange transaction, that is not reflected in the financial conditionforegoing statements or in the notes thereto and which, in the business or operations of the aggregate, would be material to 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its SubsidiariesGuarantors, taken as a whole, except those disclosed as set forth on Schedule 9(f). Since December 31, 1997, no change has occurred in the condition, financial statements or notes thereto referred to above otherwise, of Borrower or most recently delivered to the Administrative Agent pursuant to Section 5.1(aa Subsidiary thereof that could have a Material Adverse Effect, except as set forth in Schedule 9(f).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of September 30March 31, 2007 2011 (including the notes thereto)(the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared in good faith based on information available to the Borrower as of the date of delivery thereof, and related presents fairly on a pro forma basis the estimated consolidated statements of income, shareholders’ equity, comprehensive income and cash flows financial position of the Borrower and its Subsidiaries for the fiscal year then endedas of March 31, 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 2011. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2010, and the results related consolidated statements of their operations income and their retained earnings as of the date and cash flows for the period referred to. All fiscal year ended on such financial statements date, reported on by and accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been prepared in accordance with GAAP throughout the period involved. Since September 30furnished to each Lender, 2007, 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to present fairly the consolidated financial condition of the Borrower and its SubsidiariesSubsidiaries as at such date, taken 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 a wholeof March 31, 2011, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, copies 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 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 those as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long‑term leases or unusual forward or long‑term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or disclosed in the financial statements or notes thereto referred to above or most recently delivered SEC Reports filed prior to the Administrative Agent pursuant date hereof. During the period from March 31, 2011 to Section 5.1(a)and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property except as has been expressly disclosed in SEC Reports filed prior to the date hereof.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower CECO and its Subsidiaries (other than the K&B Entities) as at December 31, 1998 and the condensed balance sheets of CECO and its Subsidiaries (other than the K&B Entities) as at September 30, 2007 1999 and the related consolidated or condensed statements of income, shareholders’ equity, comprehensive income operations and of cash flows for the periods ended on such dates, copies of which have heretofore been furnished to each Bank, present fairly the Borrower consolidated or condensed financial condition of CECO and its consolidated Subsidiaries for the fiscal year then endedas at such date, 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 consolidated or condensed results of their operations and their retained earnings as of the date and consolidated or condensed cash flows for the period referred tothen ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period periods involved. Since None of the Borrowers nor any of such Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Contingent Obligation, liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is required by GAAP to be but is not reflected in the foregoing statements or in the notes thereto. (b) The balance sheet and statement of operations of CECO and its Subsidiaries, including the K&B Entities, on a pro forma basis as at September 30, 20071999, no material adverse change in and for the twelve month period then ended, copies of which have heretofore been furnished to each Bank, fairly represent the pro forma consolidated condensed financial conditioncondition and results of operations of such entities. (i) As of the Closing Date and after giving effect to this Agreement and any Loans to be made on the Closing Date, the business or operations of the Borrower and its SubsidiariesBorrowers, taken as a whole, has occurred. All written financial projections concerning are Solvent. (ii) The Borrowers do not intend to incur debts beyond their ability to pay such debts as they mature, taking into account the Borrower timing of and its Subsidiaries that have been made available amounts of cash to the Administrative Agent be received by them and the Lenders by timing of the Borrower amounts of cash to be payable on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion respect 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)their Debt.

Financial Condition. The consolidated balance sheet Obligors have heretofore furnished to each of the Borrower Lenders the consolidated and consolidating balance sheets of the Company and its Subsidiaries as of September 30at December 31, 2007 1999 and the related consolidated and consolidating statements of income, shareholders’ equity, comprehensive income retained earnings and cash flows flow of the Borrower Company and its Subsidiaries for the fiscal year then endedended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Arthur Andersen LLP, and the notes thereto, all of which have been delivered to the Lenders prior to the execution of this Agreement, are correct unaudited consolidated and complete and fairly present the financial condition consolidating ▇▇▇▇▇c▇ ▇▇▇▇▇▇ of the Borrower Company and its Subsidiaries as at March 31, 2000 and the results related consolidated and consolidating statements of their operations income and their retained earnings as of the date Company and its Subsidiaries for the three-month period referred toended on such date. All such financial statements have been are complete and correct and fairly present the consolidated financial condition of the Obligors, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Obligors, as at said dates and the consolidated and unconsolidated results of their operations for the fiscal year and three-month period ended on said dates (subject, in the case of such financial statements as at March 31, 2000, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis, except as otherwise indicated in the notes thereto. None of the Obligors has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP throughout the period involvedGAAP, except as referred to or reflected or provided for in said balance sheets as at said dates. Since September 30December 31, 20071999, there has been no material adverse change in the consolidated financial condition, the operations, business or operations of the Borrower and its Subsidiaries, prospects 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 whole 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 shown Obligors from that set forth in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the said financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)at said date.

Financial Condition. The consolidated balance sheet of the Borrower and its Subsidiaries as of September 30at October 2, 2007 2005 and related consolidated statements of income, shareholders’ equity, comprehensive income and 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 April 2, 2006 and related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows for the six-month period then ended, copies of which have been furnished to the Lenders, are true and correct and present fairly, subject to normal recurring year-end adjustments, the financial condition of the Borrower and its Subsidiaries as at such date and the results of their operations and their retained earnings as of such date and for the period referred tosuch period. All such financial statements have been prepared in accordance with GAAP throughout the period periods involved. Since September 30October 2, 20072005, 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a).

Financial Condition. The consolidated (a) Borrower has delivered to the Lender 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 and its Subsidiaries has also delivered to the Lender the unaudited balance sheet of Borrower as of September 30, 2007 2003 and the related consolidated statements unaudited statement of income, shareholders’ equity, comprehensive income stockholders' equity and statement of cash flows 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 in accordance with GAAP; and as of the date hereof, there are no obligations, liabilities or Indebtedness (including contingent and indirect liabilities and obligations) of Borrower which are (separately or in the aggregate) material and its Subsidiaries are not reflected in such financial statements or otherwise disclosed herein or in the Schedules. Except as set forth in Schedule 4.06(a), there are no Senior Obligations. Since the date of the above-referenced year-end financial statements, 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 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 ordinary course of business and consistent with past practice; or (v) any other material transaction entered into by Borrower, except in the ordinary course of business and consistent with past practice. (b) The Company has delivered to the Lender the balance sheet of the Company as of December 31, 2002, and the related statement of income, stockholders' equity and statement of cash flow for the fiscal year then ended, and the notes thereto, all of which have been audited by its independent certified public accountant. The Company has also delivered to the Lenders prior to Lender the execution unaudited balance sheet of this Agreementthe Company as of September 30, are correct 2003 and complete 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 the Borrower and its Subsidiaries and the results of their operations and their retained earnings Company as of the date such dates and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout GAAP; and as of the period involved. Since September 30date hereof, 2007there are no obligations, no material adverse change liabilities or Indebtedness (including contingent and indirect liabilities and obligations) of the Company which are (separately or in the financial condition, the business or operations of the Borrower aggregate) material 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 are not reflected 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the such financial statements or notes thereto referred to above otherwise disclosed herein or most recently delivered to in the Administrative Agent pursuant to Section 5.1(aSchedules. Except as set forth in Schedule 4.06(b), and there are no Senior Obligations. Since the date of the above-referenced year-end financial statements, there have not been, except those arising as disclosed in Schedule 4.06(b): (i) any Material Adverse Change; (ii) any Dividend declared or paid or distribution made on the capital stock of the Company or any capital stock thereof redeemed or repurchased; (iii) any incurrence of any Senior Obligations or any other long-term debt by the Company; (iv) any salary, bonus or compensation increases to any officers, key employees or agents of the Company, other than in the ordinary course of business since and consistent with past practice; or (v) any other material transaction entered into by the dates of such financial statementsCompany, having except in the aggregate no materially adverse effect on the financial condition ordinary course of the Borrower business and its Subsidiaries, taken as a whole. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)consistent with past practice.

Financial Condition. The consolidated balance sheet of the Borrower and its Subsidiaries (and, if applicable, Borrower’s respective Subsidiaries, on a consolidated basis) as of September 30each Statement Date, 2007 and the related consolidated statements statement of income, shareholders’ equity, comprehensive income and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedperiod ended on each Statement Date, and the notes theretofurnished to Lender, 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, if applicable, Borrower’s Subsidiaries) as at that Statement Date and the results of their its operations and their retained earnings as of the date and for the fiscal period referred toended on that Statement Date. All such Borrower had, on each Statement Date, no known material liabilities, direct or indirect, fixed or contingent, matured or unmatured, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, those financial statements, and, at the present time, there are no material unrealized or anticipated losses from any loans, advances or other commitments of Borrower except as previously disclosed to Lender in writing. Those financial statements have been were prepared in accordance with GAAP applied on a consistent basis throughout the period periods involved. Since September 30the Audited Statement Date, 2007, there has been no material adverse change in the financial conditionbusiness, the business operations, assets 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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 (and, if applicable, Borrower’s Subsidiaries), taken as a whole. The nor is Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations aware of any corporationstate of facts that (with or without notice or lapse of time or both) is reasonably likely to result in any such material adverse change. All schedules and reports furnished by Borrower to Lender, individual or other entity other than Borrower including, without limitation, schedules of contingent liabilities and off balance sheet transactions, were materially true, accurate and complete, and did not omit any information necessary in an aggregate amount order to make any provided information not misleading in any material to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)respect.

Financial Condition. (a) The consolidated audited balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as of September 30at December 31, 2007 1997 and December 31, 1998 and the related consolidated statements of income, shareholders’ equity, comprehensive income operations and of cash flows for the fiscal years ended on each such dates, audited by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended, 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 date and for the period referred to. All such financial statements have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants and as disclosed therein). Since September Neither the Company nor any of its consolidated Subsidiaries had, at the date of each balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at June 30, 20071999 and the related consolidated statements of operations and of cash flows for the six-month period then ended, no material adverse change certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the financial condition, the business or operations position of the Borrower Company and its Subsidiaries, taken consolidated Subsidiaries as a whole, has occurred. All written financial projections concerning the Borrower and its Subsidiaries that have been made available to the Administrative Agent at such date and the Lenders by consolidated results of their operations and their consolidated cash flows for the Borrower on or before six-month period then ended (subject to normal year-end adjustments). Such financial statements, including the Closing Date related schedules and notes thereto, 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 accordance with GAAP (except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(aapproved by such Responsible Officer and disclosed therein). The Borrower Company and its consolidated Subsidiaries did not have at the date of such balance sheet, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency exchange transaction, which is not reflected in such balance sheet or in the notes thereto or in the notes to the Company's audited financial statements. During the period from December 31, 1998 to the Amendment/Restatement Effective Date, no liabilitiesdividends or other distributions have been declared, direct paid or contingentmade upon the Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries, respectively, except those disclosed as permitted under the Existing Credit Agreement. (c) The unaudited consolidated PRO FORMA balance sheet of the Company and its consolidated Subsidiaries, as of June 30, 1999, certified by a Responsible Officer of the Company (the "PRO FORMA BALANCE SHEET"), copies of which have been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the consummation of the FMI Sale and (ii) the application of the Net Proceeds thereof in accordance with subsections 6.1(b) and (c) (collectively, the "PRO FORMA EVENTS"). The Pro Forma Balance Sheet, together with the notes thereto, were prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to the Company as of the date of delivery thereof and reflects on a PRO FORMA basis the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the financial condition position of the Borrower Company and its Subsidiariesconsolidated Subsidiaries as of June 30, taken 1999, as a whole. The Borrower and its Subsidiaries have made no investments inadjusted, advances to or guaranties as described above, assuming that the Pro Forma Events had actually occurred as of the obligations of any corporationJune 30, individual or other entity other than Borrower in an aggregate amount material to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1999.

Financial Condition. (a) The Borrower has heretofore furnished to each Lender audited consolidated balance sheet sheets of the Borrower and its Subsidiaries as at December 31, 1993, December 31, 1994 and December 31, 1995 and the notes thereto and the related consolidated statements of September 30income, 2007 stockholders' equity and cash flows for the Fiscal Years then ended as examined and certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, and unaudited consolidated interim financial statements of the Borrower and its Subsidiaries consisting of consolidated balance sheets and related consolidated statements of income, shareholders’ equity, comprehensive income stockholders' equity and cash flows flows, in each case without notes, for and as of the Borrower and its Subsidiaries for end of the fiscal year then endednine (9) month period ending September 30, and 1996. Except as set forth therein, such financial statements (including the notes thereto, all of which have been delivered to the Lenders prior to the execution of this Agreement, are correct and complete and ) present fairly present the financial condition of the Borrower and its Subsidiaries as of the end of such Fiscal Years and the nine (9) month period and results of their operations and their retained earnings as of the date and changes in its stockholders' equity for the Fiscal Year and interim period referred to. All such financial statements have been prepared then ended, all in accordance conformity with GAAP throughout applied on a Consistent Basis, subject however, in the period involved. Since September 30case of unaudited interim statements to year end audit adjustments; (b) since December 31, 20071995, there has been no material adverse change in the financial condition, financial or otherwise, of the business Borrower or any of its Subsidiaries or in the businesses, properties, performance, prospects or operations of the Borrower and or its Subsidiaries, taken nor have such businesses or properties been materially adversely affected as a wholeresult of any fire, 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 explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion act 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 God; and (c) except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed set forth in the financial statements or notes thereto referred to above in SECTION 7.6(a) or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)in SCHEDULE 7.6 or permitted by SECTION 9.5, and except those arising neither Borrower nor any Subsidiary has incurred, other than in the ordinary course of business since the dates of such financial statementsbusiness, having in the aggregate no materially adverse effect on the financial condition of the Borrower and its Subsidiariesany material Indebtedness, taken as a whole. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual Contingent Obligation or other entity other than Borrower in an aggregate amount material to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements commitment or notes thereto referred to above liability which remains outstanding or most recently delivered to the Administrative Agent pursuant to Section 5.1(a).unsatisfied;

Financial Condition. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 1999 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on such date, and the notes theretoreported on by Price Waterhouse LLP, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are correct and complete and correct in all material respects and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the date Borrower and its consolidated Subsidiaries as at March 31, 2000 and the related unaudited consolidated statements of income and of cash flows for the three-month period referred toended 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). All such financial statements have been prepared in accordance with GAAP CREDIT AGREEMENT applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Borrower nor any of its consolidated Subsidiaries had, 2007, no material adverse change in at the financial condition, the business or operations date 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 shown in the most recent balance sheets or notes thereto sheet referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilitiesabove, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in any material Guarantee Obligation outside the ordinary course of business since the dates of such financial statementsbusiness, having contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment which in the aggregate may reasonably be expected to have a Material Adverse Effect, including, without limitation, any interest rate or foreign currency swap or exchange transaction (except as listed on Schedule 3.1 attached hereto), which is not reflected in the foregoing statements or in the notes thereto. Except as heretofore disclosed to the Lenders, during the period from December 31, 1999 to and including the date hereof there has been no materially adverse effect on the financial condition of sale, transfer or other disposition by the Borrower and or any of its Subsidiaries, taken as a whole. The Borrower and its consolidated Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual material part of its business or property and no purchase or other entity acquisition of any business or property (including any capital stock of any other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at December 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1999.

Financial Condition. (a) The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of at September 30, 2007 1996 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows for the fiscal year ended on such date, reported on by Coopers & ▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at June 30, 1997 and the notes theretorelated unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, all certified by the chief financial officer of the Company, copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are correct and complete and correct in all material respects and present fairly present the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the respective nine-month period referred tothen ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or chief financial officer, as the case may be, and as disclosed therein). Except as set forth on Schedule 6.1, neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except for the Holland & ▇▇▇▇▇▇▇ Acquisition, during the period involved. Since from September 30, 20071996 to and including the date hereof there has been no sale, no transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material adverse change in the financial condition, the part of its business or operations of the Borrower property 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 no purchase 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations acquisition of any corporation, individual business or property (including any capital stock of any other entity other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries at September 30, 1996, other than the sale of inventory in the ordinary course of business. (b) The unaudited PRO FORMA balance sheets of the Company and its consolidated Subsidiaries as at June 30, 1997, certified by a Responsible Officer of the Company (collectively, the "PRO FORMA BALANCE Sheet"), copies of which have been furnished to each Lender, are the unaudited consolidated and consolidating balance sheets of the Company and its consolidated Subsidiaries, taken adjusted to give effect (as if such events had occurred on such date) to the Holland and ▇▇▇▇▇▇▇ Acquisition, the incurrence of the Loans and the Subordinated Debt and the use of the proceeds thereof. The Pro Forma Balance Sheet, together with the notes thereto, was prepared in accordance with GAAP and reflects on a wholepro forma basis the financial position of the Company and its consolidated Subsidiaries as of June 30, except those disclosed 1997, as adjusted as described above, assuming that the events specified in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)preceding sentence had actually occurred at such date.

Financial Condition. (a) The consolidated and consolidating balance sheet sheets of the Borrower and its consolidated Subsidiaries as of September 30at December 25, 2007 2004 and December 27, 2003, respectively, and the related consolidated and consolidating statements of income, shareholders’ equity, comprehensive income operations and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedyears ended on such dates, and the notes theretoreported on by BDO S▇▇▇▇▇▇, all LLP, copies of which have heretofore been delivered furnished to each Lender, present fairly, in all material respects, the Lenders prior to the execution of this Agreement, are correct consolidated and complete and fairly present the consolidating financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated and consolidating results of their operations and of their retained earnings cash flows for the fiscal years then ended. All such financial statements, including the related schedules and notes thereto, were, as of the date and for the period referred to. All such financial statements have been prepared, prepared in accordance with GAAP applied consistently throughout the period involved. Since September 30periods involved (except as otherwise expressly noted therein, 2007, no and show all 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 Indebtedness 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material 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. (b) As of the date hereof, there are no material liabilities or obligations of the Borrower or any of its Subsidiaries, whether direct or indirect, absolute or contingent, or matured or unmatured, other than (i) as disclosed or provided for in the financial statements or and notes thereto which are referred to above above, or most recently delivered to (ii) which are disclosed elsewhere in this Agreement or in the Administrative Agent pursuant to Section 5.1(a)Schedules hereto, and except those or (iii) arising in the ordinary course of business since the dates of such financial statementsDecember 25, having in the aggregate no materially adverse effect on the financial condition 2004 or (iv) created by this Agreement. As of the date hereof, the written information, exhibits and reports furnished by the Borrower and its Subsidiaries, taken as a whole. The Borrower and 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 to the consolidated financial condition Lenders in connection with the negotiation of the Borrower and its Subsidiariesthis Agreement, taken as a whole, except those disclosed are complete and correct in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)all material respects.

Financial Condition. (a) The consolidated balance sheet sheets of the Borrower Parent and its consolidated Subsidiaries as of at September 30, 2007 1995 and September 30, 1996 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedended on each such date, and the notes theretoreported on by KPMG Peat Marwick, all copies of which have heretofore been delivered furnished to the Lenders prior to the execution of this Agreementeach Lender, are correct and complete and present fairly present in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at each such date, and the consolidated results of their operations and their retained earnings as consolidated cash flows for the relevant fiscal year then ended. The unaudited 13 consolidated balance sheet of the date Parent and its consolidated Subsidiaries as at December 31, 1996 and the related unaudited consolidated statements of income and of cash flows for the three-month period referred toended on such December date, certified in each case by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three month period then ended (subject in each case to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (provided that interim statements may be condensed and exclude footnotes) applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither the Parent nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change 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 financial conditionforegoing statements or in the notes thereto. During the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or operations of the Borrower property 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 no purchase 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations acquisition of any corporation, individual business or other entity property other than Borrower the Remel Acquisition (including any Capital Stock of any other Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower Parent and its Subsidiariesconsolidated Subsidiaries at December 31, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)1996.

Financial Condition. (a) The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of September 30at December 25, 2007 2004 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedperiod ended on such date, and the notes thereto, all copies of which have heretofore been delivered furnished to each Bank, present fairly the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the period referred tothen ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period periods involved. Since September 30Neither the Company nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change Guaranty Obligation, liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is required by GAAP to be but is not reflected in the financial condition, foregoing statements or in the business or operations notes thereto. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiariesconsolidated Subsidiaries as at June 25, 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 2005 and the Lenders related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by the Borrower on or before the Closing Date a Responsible Officer, copies of which have heretofore 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 furnished to each Bank, are complete and other fixed assets of the Borrower correct and its Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to present fairly the consolidated financial condition of the Borrower Company and its Subsidiariesconsolidated Subsidiaries as at such date, taken as a wholeand the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, except those disclosed including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Guaranty Obligation, liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is required by GAAP to be but is not reflected in the financial foregoing statements or in the notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)thereto.

Financial Condition. (a) The consolidated and consolidating balance sheet sheets of the Borrower and its consolidated Subsidiaries as of September 30at December 31, 2007 2016 and December 31, 2015, respectively, and the related consolidated and consolidating statements of income, shareholders’ equity, comprehensive income operations and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedyears ended on such dates, and the notes theretoreported on by BDO USA, all LLP, copies of which have heretofore been delivered furnished to each Lender, present fairly, in all material respects, the Lenders prior to the execution of this Agreement, are correct consolidated and complete and fairly present the consolidating financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated and consolidating results of their operations and of their retained earnings cash flows for the fiscal years then ended. All such financial statements, including the related schedules and notes thereto, were, as of the date and for the period referred to. All such financial statements have been prepared, prepared in accordance with GAAP applied consistently throughout the period involved. Since September 30periods involved (except as otherwise expressly noted therein, 2007, no and show all 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 Indebtedness 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for Taxes, or any material long-term lease or material 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. (b) As of the date hereof, there are no material liabilities or obligations of the Borrower or any of its Subsidiaries, whether direct or indirect, absolute or contingent, or matured or unmatured, other than (i) as disclosed or provided for in the financial statements or and notes thereto which are referred to above above, or most recently delivered to (ii) which are disclosed elsewhere in this Agreement or in the Administrative Agent pursuant to Section 5.1(a)Schedules hereto, and except those or (iii) arising in the ordinary course of business since the dates of such financial statementsDecember 31, having in the aggregate no materially adverse effect on the financial condition 2016 or (iv) created by this Agreement. As of the date hereof, the written information, exhibits and reports furnished by the Borrower and its Subsidiaries, taken as a whole. The Borrower and 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 to the consolidated financial condition Lenders in connection with the negotiation of the Borrower and its Subsidiariesthis Agreement, taken as a whole, except those disclosed are complete and correct in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)all material respects.

Financial Condition. The audited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as of September at June 30, 2007 2005 and June 30, 2006, and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows of the Borrower and its Subsidiaries for the fiscal year then endedyears ended on such dates, reported on by and the notes theretoaccompanied by an unqualified report from PriceWaterhouseCoopers LLP, present fairly in all of which have been delivered to the Lenders prior to the execution of this Agreement, are correct and complete and fairly present material respects the financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the results of their its operations and their retained earnings as its cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the date Company and its consolidated Subsidiaries as at September 30, 2006, December 31, 2006 and March 31, 2007, and the related unaudited consolidated statements of income and cash flows for the period referred tothree, six and nine-month periods ended, respectively, on such date, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the combined results of its operations and its combined cash flows for the three, six and nine-month periods then ended (subject to absence of footnotes and normal year-end adjustments). All such financial statements statements, including the related schedules and notes thereto and normal year end adjustments, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by the aforementioned firm of accountants and disclosed therein and, in the case of such unaudited financial statements, subject to the absence of footnotes). Since September Except as set forth on Schedule 3.1, in the Company’s consolidated balance sheet as of June 30, 20072006 or that, no material adverse change individually or in the financial conditionaggregate, the business or operations would not reasonably be expected to have a Material Adverse Effect, as of the Borrower and its SubsidiariesClosing Date, taken as a whole, has occurred. All written financial projections concerning the Borrower and its Subsidiaries that (i) do not have been made available any material Guarantee Obligations, contingent liabilities or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Administrative Agent and Borrower as of the Lenders Closing Date or (ii) are not party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the most recent financial statements referred to in this paragraph, (x) which was incurred by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion any of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of its Subsidiaries or guaranteed by the Borrower and or any of its Subsidiaries at any time or the proceeds of which are subject or were transferred to no mortgage or lien securing an indebtedness used by the Borrower or any of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed and (y) the payments in respect of which are intended to be made with the financial statements or notes thereto referred proceeds of payments to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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 Person by the Borrower and or any of its Subsidiaries, taken as a whole. The Borrower and its consolidated Subsidiaries have made no investments in, advances to or guaranties of the obligations of with any corporation, individual Indebtedness or other entity other than Borrower in an aggregate amount material to the consolidated financial condition of Capital Stock issued by the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)any such Subsidiary.

Financial Condition. (a) The Company has heretofore furnished to each of the Bank consolidated balance sheet of the Borrower Company and its Subsidiaries as of September 30at December 31, 2007 1994 and the related consolidated statements of income, shareholders’ equity, comprehensive income retained earnings and cash flows of the Borrower Company and its Subsidiaries for the fiscal year then endedended on said date, with the opinion thereon of KPMG Peat Marwick LLP, 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 unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as at June 30, 1995 and the results related consolidated statements of their operations and their income, retained earnings as and cash flows of the date Company and its Subsidiaries for the six-month period referred toended on such date. All such financial statements have been prepared are complete and correct and fairly present the consolidated financial condition of the Company and its Subsidiaries as at said dates and the Credit Agreement 48 - 44 - consolidated results of their operations for the fiscal year and six-month period ended on said dates (subject, in the case of such financial statements as at June 30, 1995, to year-end audit adjustments), all in accordance with GAAP throughout generally accepted accounting principles and practices applied on a consistent basis. None of the period involvedCompany nor any of its Subsidiaries has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments taken as a whole, except as referred to or reflected or provided for in said balance sheets as at said dates and except for liabilities incurred in the ordinary course of business. Since September June 30, 20071995, there has been no material adverse change in the consolidated financial condition, the operations, business or operations of the Borrower and its Subsidiaries, prospects taken as a whole, has occurred. All written financial projections concerning whole of the Borrower Company and its Subsidiaries from that have been made available set forth in said financial statements as at said date. (b) The Company has heretofore furnished to each of the Administrative Agent Banks the annual Statutory Statement of each Insurance Subsidiary for the fiscal year ended December 31, 1994, and the Lenders by quarterly Statutory Statement of each Insurance Subsidiary for the Borrower on or before fiscal quarter ended June 30, 1995, in each case as filed with the Closing Date have been prepared Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, 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 all material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilitiesrespects, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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 each Insurance Subsidiary as at, and the Borrower results of operations for the fiscal year ended December 31, 1994, and its Subsidiariesfiscal quarter ended June 30, taken as a whole. The Borrower and its Subsidiaries have made no investments in1995, advances to in accordance with statutory accounting practices prescribed or guaranties of permitted by the obligations of any corporation, individual or other entity other than Borrower in an aggregate amount material to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)Applicable Insurance Regulatory Authority.

Financial Condition. The consolidated balance sheet of the Borrower and its Subsidiaries as of September 30at October 3, 2007 2004 and the related consolidated statements of income, shareholders’ equity, comprehensive consolidated income and cash flows 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 been furnished to the Lenders, are true and correct and present fairly, subject to normal recurring year-end adjustments, the financial condition of the Borrower and its Subsidiaries as at such date and the results of their operations and their retained earnings as of such date and for the period referred tosuch period. All such financial statements have been prepared in accordance with GAAP throughout the period periods involved. Since September 30October 3, 20072004, 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 shown in the balance sheets or and notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)above. The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)above, and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)above.

Financial Condition. The Seller has delivered to the Purchaser true and correct copies of the following, initialled by the President and a Vice President of Seller: audited consolidated balance sheet of Seller as of December 31, 1998; the audited consolidated statement of income and consolidated statement of retained earnings, and consolidated statement of cash flows of Seller for the year ended December 31, 1998; the unaudited consolidated balance sheet of the Borrower Seller at November 30, 1999; and its the unaudited consolidated statement of income of the Seller for the 11 months ended November 30, 1999. Each such consolidated balance sheet presents fairly the financial condition, assets, liabilities, and stockholders' equity of Seller and the Seller Subsidiaries as of September 30, 2007 and related its date; each such consolidated statements statement of income, shareholders’ equity, comprehensive income and cash flows consolidated statement of retained earnings presents fairly the Borrower results of operations of Seller and its the Seller Subsidiaries for the fiscal year then ended, period indicated; and each such consolidated statement of cash flows presents fairly the notes thereto, all of which have been delivered information purported 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 date and for the period referred tobe shown therein. All such The financial statements referred to in this Section 2.03 have been prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout the period involvedperiods involved and are in accordance with the books and records of Seller and the Seller Subsidiaries. Since September Except as set forth in Schedule 2.03 hereto, since December 31, 1998 and since November 30, 2007, 1999: (a) There has at no time been a material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or, to the business best knowledge of Seller, future prospects of Seller or operations any Seller Subsidiary; and each of Seller and each of the Borrower Seller Subsidiaries has operated consistently in all material respects with the results of operations referred to in Last Seller Financial Statements. (b) Neither Seller nor any Seller Subsidiary has authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of its capital stock or any direct or indirect redemption, purchase, or other acquisition of any stock of Seller or any Seller Subsidiary, except for the liquidation contemplated by Section 4.04 hereof. (c) The operations and its Subsidiaries, taken as a whole, has occurred. All written financial projections concerning the Borrower business of Seller and its Subsidiaries that each Seller Subsidiary have been made available to the Administrative Agent and the Lenders by the Borrower on or before the Closing Date have been prepared conducted 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 all material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising respects only in the ordinary course of business since consistent with past practices. (d) There has been no accepted purchase order or quotation, arrangement, or understanding for future sale of the dates products or services of such financial statements, having Seller or of any Seller Subsidiary which in the aggregate reasonable expectation of Seller or any Seller Subsidiary will not be profitable. (e) Neither Seller nor any Seller Subsidiary has suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value. (f) Neither Seller nor any Seller Subsidiary has paid or incurred any tax, other liability, or expense resulting from the preparation of, or the transactions contemplated by, the Transaction Agreements, it being understood that stockholders of the Seller shall have paid or will pay all such taxes (including sales and use taxes resulting from the Transaction Agreements or the transactions contemplated thereby and in connection therewith), liabilities, and expenses. There is no fact known to Seller or any Seller Subsidiary which materially adverse effect on adversely affects or in the future (as far as Seller or any Seller Subsidiary can foresee) may materially adversely affect the financial condition condition, results of the Borrower and its Subsidiariesoperations, taken as a whole. The Borrower and its Subsidiaries have made no investments inbusiness, advances to properties, assets, liabilities, or guaranties future prospects of the obligations Seller, of any corporationSeller Subsidiary, individual or other entity other than Borrower in an aggregate amount material of HEcom; provided, however, that Seller and the Seller Subsidiaries express no opinion as to the consolidated financial condition political or economic matters of the Borrower and its Subsidiariesgeneral applicability. No Seller Subsidiary owns or holds any properties or assets, taken as a wholeis liable for any liabilities, except those disclosed in the financial statements or notes thereto referred to above has conducted any business or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)operations.

Financial Condition. (a) The consolidated balance sheet of the Borrower as at December 31, 1998 and its Subsidiaries as of September 30, 2007 and the related consolidated statements of incomeincome and of cash flows for the fiscal year ended on such date, shareholders’ equityreported on by Smith & Howard, comprehensive income P.C., copies of which have heretofore been furnished to ▇▇▇▇ Len▇▇▇, ▇re complete and correct and present fairly the financial condition of the Borrower as at such date, and the results of its operations and 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 date and for the period referred to. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30The Borrower did not have, 2007at the date of the most recent balance sheet referred to above, no any material adverse change Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the financial conditionforegoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower of any material part of its business or operations 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 financial condition of the Borrower at December 31, 1998. (b) The balance sheet of Metrocorp as at December 31, 1998 and the related statements of income and of cash flows for the fiscal year ended on such date, reported on by Smith & Howard, P.C., copies of which have heretofore been furnished to ▇▇▇▇ Len▇▇▇, ▇resent fairly the financial condition of Metrocorp as at such date, and the results of its operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Metrocorp did not have, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by Metrocorp 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 financial condition of Metrocorp at December 31, 1998. (c) The balance sheet of Jewel as at December 31, 1998 and the related statements of income and of cash flows for the fiscal year ended on such date, reported on by Smith & Howard, P.C., copies of which have heretofore been furnished to ▇▇▇▇ Len▇▇▇, ▇resent fairly the financial condition of Jewel as at such date, and the results of its operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Jewel did not have, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by Jewel 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 financial condition of Jewel at December 31, 1998. (d) The unaudited balance sheet of Holdings as at April 6, 1999, copies of which have heretofore been furnished to each Lender, is complete and correct and presents fairly the financial condition of Holdings as at such date. Such balance sheet, including the related schedules and notes thereto, has been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Holdings did not have, 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 or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from April 6, 1999 to and including the date hereof there has been no sale, transfer or other disposition by Holdings 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 financial condition of Holdings at April 6, 1999. (e) The PRO FORMA consolidated balance sheet of Holdings and its Subsidiariesconsolidated Subsidiaries as at December 31, taken as 1998, certified by a wholeResponsible Officer of Holdings (the "PRO FORMA BALANCE SHEET"), a copy of which has occurred. All written financial projections concerning the Borrower and its Subsidiaries that have been made available provided to the Administrative Agent and each Lender, is the Lenders by unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the Borrower Refinancing, (ii) the Acquisition, (iii) the making of the Term Loans, (iv) the making of the Revolving Credit Loans to be made on or before the Closing Date Date, (v) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents, (vi) the Assumption and (vii) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of Holdings and its Subsidiaries as at December 31, 1998, assuming that the events specified in the preceding sentence had actually occurred on such date. (f) The operating forecast and cash flow projections of Holdings and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith based upon reasonable assumptions under the direction of a Responsible Officer of Holdings, 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. Neither Holdings nor, after the sole opinion effectiveness of the Assumption, the Borrower’s management at the time , has any reason to believe that as of the preparation thereof. 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. (g) The real estate Tax Sharing Agreement is in full force 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)effect, and has not been modified except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to accordance with Section 5.1(a)9.

Financial Condition. The consolidated Borrower has delivered to the Lenders copies of the balance sheets of Borrower as of December 31, 1996, and the related statements 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 Lenders copies of the balance sheet of the Borrower and its Subsidiaries as of September 30, 2007 1997, and the related consolidated statements of income, shareholders’ equity, comprehensive income stockholders' equity and statement of cash flows of the Borrower and its Subsidiaries flow for the fiscal year then endednine month period ended such date, which financial statements have not been audited by its independent certified public accountant. Such financial statements are true and the notes theretocorrect in all material respects, all of which have been delivered to the Lenders prior to the execution of this Agreement, are correct and complete and fairly present represent the financial condition of the Borrower and its Subsidiaries and the results of their operations and their retained earnings as of the date such dates and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout (except that unaudited financial statements omit certain footnotes); and as of the period involved. Since September 30date hereof, 2007there are no obligations, no material adverse change liabilities or Indebtedness (including contingent and indirect liabilities and obligations) of Borrower which are (separately or in the financial condition, the business or operations of the Borrower aggregate) material 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 are not reflected 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the such financial statements or notes thereto referred otherwise disclosed herein. Since the date of the above-referenced year end financial statements and quarterly 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 debt by Borrower; (iv) any salary, bonus or compensation increases to above any officers, key employees or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)agents of Borrower, and except those arising other than in the ordinary course of business since the dates of such financial statementsand consistent with past practice, having or; (v) any other material transaction entered into by Borrower, except in the aggregate no materially adverse effect on the financial condition ordinary course of the Borrower business and its Subsidiaries, taken as a whole. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)consistent with past practice.

Financial Condition. (i) The consolidated balance sheet of the Borrower AEI and ------------------- its consolidated Subsidiaries as of September 30at December 31, 2007 1996 and the related consolidated statements of income, shareholders’ equity, comprehensive income and of cash flows for the fiscal year ended on such date, reported on by Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Borrower consolidated financial condition of AEI and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of AEI and its consolidated Subsidiaries as at September 30, 1997 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of AEI and its consolidated Subsidiaries as at such date, 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 consolidated results of their operations and their retained earnings as of the date and consolidated cash flows for the nine-month period referred tothen ended (subject to normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involvedperiods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Since September 30Neither AEI nor any of its consolidated Subsidiaries had, 2007at the date of the most recent balance sheet referred to above, no any material adverse change 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 financial conditionforegoing statements or in the notes thereto. During the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by AEI or any of its consolidated Subsidiaries of any material part of its business or operations of the Borrower property 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 no purchase 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations acquisition of any corporation, individual business or property (including any capital stock of any other entity other than Borrower Person) material in an aggregate amount material relation to the consolidated financial condition of the Borrower AEI and its Subsidiariesconsolidated Subsidiaries at December 31, taken 1996. (ii) The consolidated balance sheet of Delmarva and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Coopers & ▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of Delmarva and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of Delmarva and its consolidated Subsidiaries as at September 30, 1997 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a wholeResponsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of Delmarva and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except those as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Delmarva nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial foregoing statements or in the notes thereto referred thereto. During the period from December 31, 1996 to above and including the date hereof there has been no sale, transfer or most recently delivered other disposition by Delmarva or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the Administrative Agent pursuant to Section 5.1(a)consolidated financial condition of Delmarva and its consolidated Subsidiaries at December 31, 1996.

Financial Condition. The Borrower has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated balance sheet of the Borrower Loan Parties and its their Subsidiaries as of September 30at the Fiscal Years ended December 31, 2007 2003, 2004 and 2005 and the related consolidated statements of income, shareholders’ equity, comprehensive income stockholders' equity and cash flows of the Borrower Loan Parties and its their Subsidiaries for such Fiscal Year then ended and (ii) the unaudited consolidated balance sheet of the Loan Parties and their Subsidiaries as at the month ended June 30, 2006 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of the Loan Parties and their Subsidiaries for the fiscal year six months 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 . All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial condition position (on a consolidated basis) of the Borrower and its Subsidiaries entities described in such financial statements as at the respective dates thereof and the results of their operations and their retained earnings as cash flows (on a consolidated basis) of the date entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to the absence of footnotes and to changes resulting from audit and normal year-end adjustments. Each Loan Party does not (and will not following the funding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the period referred to. All such foregoing financial statements have been prepared or the notes thereto and which in accordance with GAAP throughout any such case is material in relation to the period involved. Since September 30business, 2007operations, no material adverse change in the properties, assets, condition (financial condition, the business or operations otherwise) or prospects of the Borrower Loan Parties or any of their Subsidiaries. The projections of the Loan Parties and its Subsidiaries, taken as a whole, has occurred. All written financial projections concerning the Borrower and its their Subsidiaries that have been made available delivered to the Administrative Agent and the Lenders by the Borrower on or before prior to the Closing Date (consisting of balance sheets and statements of income and cash flows prepared on a quarterly basis through the first four complete fiscal quarters after the Amendment Effective Date and thereafter on an annual basis through 2011) have been prepared in good faith 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 shown in the balance sheets or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in 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. The Borrower and 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 to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, except those disclosed in the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a)assumptions.